10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 000-55276

Verde Resources, Inc.

(Exact name of registrant as specified in its charter)

Nevada	32-0457838
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2 Cityplace Drive, Suite 200, St. Louis, MO 63141

(Address of principal executive offices)

(323) 538-5799

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of February 10, 2023 there were 1,173,576,654 shares of the issuer’s common stock, par value $0.001, outstanding.

VERDE RESOURCES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2022

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	9
Item 4.	Controls and Procedures.	9
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	11
Item 1A.	Risk Factors.	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	11
Item 3.	Defaults Upon Senior Securities.	11
Item 4.	Mine Safety Disclosures.	11
Item 5.	Other Information.	11
Item 6.	Exhibits.	12
	SIGNATURES	13

2

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company’s business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations for its limited history; (ii) the Company’s business and growth strategies; and, (iii) the Company’s financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to our filings with the SEC under the Exchange Act and the Securities Act of 1933, as amended, including our Current Report on Form 10-K filed with the Securities and Exchange Commission on November 4, 2022.

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended December 31, 2022 are not necessarily indicative of the results that can be expected for the year ended June 30, 2023.

VERDE RESOURCES, INC.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD OF ENDED DECEMBER 31, 2022

	Page
Condensed Consolidated Balance Sheets as at December 31, 2022 (Unaudited) and June 30, 2022	F-1
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended December 31, 2022 and 2021 (Unaudited)	F-2
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2022 and 2021 (Unaudited)	F-3
Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended December 31, 2022 and 2021 (Unaudited)	F-4
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-6

4

VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	December 31, 2022			June 30, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	363,560		$	418,917
Accounts receivable		16,565			21,028
Inventories		104,462			87,035
Amount due from related party		100			-
Prepayments		595,869			722
Other receivables and deposits		210,414			118,516
Total current assets		1,290,968			646,218
Non-current assets:
Property, plant and equipment, net		2,365,697			1,048,893
Right of use assets, net		693,596			685,714
Mining rights		12,328			27,088
Intangible asset		30,192,771			-
Security deposit		80,000			320,000
Deposit paid for acquisition of subsidiaries		-			25,935,550
Deposit paid for acquisition of property, plant and equipment		5,000,000			5,000,000
Total non-current assets		38,344,392			33,017,245
TOTAL ASSETS	$	39,635,360		$	33,663,463
LIABILTIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	48,483		$	18,211
Accrued liabilities and other payables		392,299			283,656
Finance lease liabilities		169,496			75,224
Operating lease liability		18,975			-
Bank loan		50,000			-
Promissory notes		-			18,484,028
Amount due to director		22,737			-
Amounts due to related parties		893,045			555,527
Total current liabilities		1,595,035			19,416,646
Non-current liabilities:
Finance lease liabilities		686,883			97,900
Operating lease liability		40,335			-
Total non-current liabilities		727,218			97,900
TOTAL LIABILITIES		2,322,253			19,514,546
Commitments and contingencies		-			-
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 1,173,576,654 and 819,188,055 issued and outstanding as of December 31, 2022 and June 30, 2022		1,173,576			819,188
Additional paid-in capital		45,218,582			22,945,190
Accumulated other comprehensive income		731,091			742,459
Accumulated deficit		(9,810,142	)		(10,357,920	)
Stockholders’ equity		37,313,107			14,148,917
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	39,635,360		$	33,663,463

See accompanying notes to unaudited condensed consolidated financial statements.

F-1

VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Three Months ended December 31,						Six Months ended December 31,
	2022			2021			2022			2021
Revenue, net	$	81,140		$	-		$	107,452		$	-
Cost of revenue		(31,656	)		-			(79,595	)		-
Gross profit		49,484			-			27,857			-
Operating expenses:
General and administrative		(862,080	)		(359,105	)		(1,672,522	)		(723,101	)
Total operating expenses		(862,080	)		(359,105	)		(1,672,522	)		(723,101	)
LOSS FROM OPERATION		(812,596	)		(359,105	)		(1,644,665	)		(723,101	)
Other (expense) income:
Interest expense		(1,349,548	)		(484,168	)		(1,879,660	)		(954,934	)
Other income		1,878			25			7,653			12,115
Total other expense, net		(1,347,670	)		(484,143	)		(1,872,007	)		(942,819	)
LOSS BEFORE INCOME TAXES		(2,160,266	)		(843,248	)		(3,516,672	)		(1,665,920	)
Income tax expense		-			-			-			-
NET LOSS		(2,160,266	)		(843,248	)		(3,516,672	)		(1,665,920	)
Comprising:
Net loss attributable to noncontrolling interest		-			(12,556	)		-			(16,935	)
Net loss attributable to Verde Resources Inc., shareholders		-			(830,692	)		-			(1,648,985	)
	$	(2,160,266	)	$	(843,248	)	$	(3,516,672	)	$	(1,665,920	)
Other comprehensive (loss) income:
– Foreign currency adjustment (loss) income		(91,188	)		(5,423	)		(11,368	)		3,571
Less: other comprehensive (loss) income attributable to non-controlling interest		-			(814	)		-			535
Add: other comprehensive income attributable to Verde Resources Inc., shareholders		(91,188	)		(4,609	)		(11,368	)		3,036
COMPREHENSIVE LOSS	$	(2,251,454	)	$	(848,671	)	$	(3,528,040	)	$	(1,662,349	)
Net loss per share
– Basic	$	0.00		$	0.00		$	0.00		$	0.00
– Diluted	$	0.00		$	0.00		$	0.00		$	0.00
Weighted average common shares outstanding
– Basic		867,178,851			810,742,109			867,178,851			810,742,109
– Diluted		867,178,851			810,742,109			867,178,851			810,742,109

See accompanying notes to unaudited condensed consolidated financial statements.

F-2

VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

	Six Months ended December 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(3,516,672	)	$	(1,665,920	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation of property, plant and equipment		79,907			5,220
Amortization		65,822			15,585
Stock-based compensation		307,457			191,222
Finance cost interest element of promissory notes (non-cash)		1,870,972			954,934
Lease interest expense		8,688			-
Gain on disposal of property, plant and equipment		(600	)		-
Changes in operating assets and liabilities:
Accounts receivable		4,489			-
Other receivables, deposits and prepayments		(110,088	)		(84,933	)
Inventories		(17,320	)		-
Accounts payables		30,250			(723	)
Accrued liabilities and other payables		83,991			28,433
Advanced from director		200			-
Advanced from related parties		202,117			12,623
Net cash used in operating activities		(990,787	)		(543,559	)
Cash flows from investing activities:
Proceeds from disposal of property, plant and equipment		23,000			-
Payments of deposit for property, plant and equipment		-			(240,000	)
Advanced to related parties		-			(118,848	)
Net cash flows on acquisition of subsidiary company		1,140			-
Purchase of property, plant and equipment		(469,466	)		(31,988	)
Net cash used in investing activities		(445,326	)		(390,836	)
Cash flows from financing activities:
Repayments to lease liabilities		(26,494	)		(2,610	)
Drawdown of bank loan		100,000			-
Repayment of bank loan		(50,000	)		-
Lease interest paid		(8,688	)		-
Proceeds from issuance of common stock		1,376,280			-
Net cash provided by (used in) financing activities		1,391,098			(2,610	)
Net change in cash and cash equivalent		(45,015	)		(937,005	)
Foreign currency translation adjustment		(10,342	)		(3,888	)
Net change in cash and cash equivalents		(55,357	)		(940,893	)
BEGINNING OF PERIOD		418,917			2,117,622
END OF PERIOD	$	363,560		$	1,176,729
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

F-3

VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIXMONTHS ENDED DECEMBER 31, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	No. of shares		Common Shares Amount		Shares to be issued Amount			Additional paid-in capital		Accumulated other comprehensive income			Accumulated losses			Non- controlling interest			Total stockholders’ equity
Balance as of July 1, 2022		819,188,055	$	819,188	$	-		$	22,945,190	$	742,459		$	(10,357,920	)	$	-		$	14,148,917
Share issued to service provider		1,500,000		1,500		-			231,000		-			-			-			232,500
Shares to be issued		15,328,029		-		15,328			1,328,872		-			-			-			1,344,200
Net loss for the period		-		-		-			-		-			(1,356,406	)		-			(1,356,406	)
Foreign currency translation adjustment		-		-		-			-		79,820			-			-			79,820
Balance as of September 30, 2022		836,016,084	$	820,688	$	15,328		$	24,505,062	$	822,279		$	(11,714,326	)	$	-		$	14,449,031
Shares issued to service provider		3,815,000		3,815		-			639,185		-			-			-			643,000
Shares issued for previously committed private placement		-		15,328		(15,328	)		-		-			-			-			-
Shares issued for private placement		603,181		603		-			52,477		-			-			-			53,080
Shares issued for conversion of promissory note (“PN”)		333,142,389		333,142		-			20,021,858		-			-			-			20,355,000
Net loss for the period		-		-		-			-					(2,160,266	)		-			(2,160,266	)
Foreign currency translation adjustment		-		-		-			-		(91,188	)		-			-			(91,188	)
Fair value adjustment on conversion of PN		-		-		-			-		-			4,064,450			-			4,064,450
Balance as of December 31, 2022		1,173,576,654	$	1,173,576	$	-		$	45,218,582	$	731,091		$	(9,810,142	)	$	-		$	37,313,107
Balance as of July 1, 2021		779,742,109	$	779,742		-		$	20,699,067	$	646,205		$	(5,913,255	)	$	(441,834	)	$	15,769,925
Shares issued for acquisition		31,000,000		31,000		-			899,000		-			-			-			930,000
Stock based compensation		-		-		-			96,128		-			-			-			96,128
Net loss for the period		-		-		-			-		-			(818,293	)		(4,379	)		(822,672	)
Foreign currency translation adjustment		-		-		-			-		7,645			-			1,349			8,994
Balance as of September 30, 2021		810,742,109	$	810,742	$	-		$	21,694,195	$	653,850		$	(6,731,548	)	$	(444,864	)	$	15,982,375
						-
Stock based compensation		-		-		-			95,094		-			-			-			95,094
Net loss for the period		-		-		-			-		-			(830,692	)		(12,556	)		(843,248	)
Foreign currency translation adjustment		-		-		-			-		(4,609	)		-			(814	)		(5,423	)
Balance as of December 31, 2021		810,742,109	$	810,742	$	-		$	21,789,289	$	649,241		$	(7,562,240	)	$	(458,234	)	$	15,228,798

See accompanying notes to unaudited condensed consolidated financial statements.

F-4

VERDE RESOURCES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

Verde Resources, Inc. (the “We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State of Nevada, U.S.A..

We currently operate in two lines of business: (i) gold exploration and mining through Champmark Sdn. Bhd., a Malaysian corporation (“CSB”); and (ii) production and distribution of renewable commodities through Verde Resources (Malaysia) Sdn. Bhd., a Malaysian corporation.  We intend to develop operations in the distribution of THC-free cannabinoid products through Verde Life Inc., an Oregon corporation. We are also considering investment opportunities in other non-mining areas including the bioenergy industry, real properties and the food & beverage sector.

The Company currently is engaged in the sale of gold mineral, distribution of THC-free cannabinoid (CBD) products, production and distribution of renewable commodities and real property holding. 

As of December 31, 2022, the Company has the following subsidiaries:-

Company name	Place of incorporation	Principal activities and place of operation	Effective interest held
Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited)	British Virgin Islands	Investment holding	100%
Verde Resources (Malaysia) Sdn Bhd (“VRSB”)	Malaysia	Provision of consultation service and distribution of renewable agricultural commodities	100%
Verde Renewables, Inc. (“VRI”)	State of Missouri, U.S.A.	Management of a processing and packaging facility	100%
Verde Life Inc. (“VLI”)	State of Oregon, U.S.A.	Distribution of THC-free cannabinoid (CBD) products	100%
Champmark Sdn Bhd (“Champmark”)	Malaysia	Mining of minerals	100%
The Wision Project Sdn Bhd (“Wision”)	Malaysia	Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services	100%
Verde Estates LLC (“VEL”)	State of Missouri, U.S.A.	Holding real property	100%
Bio Resources Limited (“BRL”)	Labuan, Malaysia	Provision of proprietary pyrolysis technology and investment holding	100%*

* The acquisition of BRL was completed on October 12, 2022.

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

· Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

F-5

In the opinion of management, the condensed consolidated balance sheet as of June 30, 2022 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended December 31, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2023 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on November 4, 2022.

· Use of Estimates and Assumptions

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

· Basis of Consolidation

The unaudited condensed consolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date.

· Segment Reporting

Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. Currently, the Company operates in four reportable operating segments.

· Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

· Risks and Uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

· Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $363,560 and $418,917 in cash and cash equivalents at December 31, 2022 and June 30, 2022.

At December 31, 2022 and June 30, 2022, cash and cash equivalents consisted of bank deposits and petty cash on hands.

· Accounts Receivable

Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. At December 31, 2022 and June 30, 2022, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge. As of December 31, 2022 and June 30, 2022, the longest credit term for certain customers are 60 days.

F-6

· Inventories

Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.

As of December 31, 2022 and June 30, 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

· Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

	Expected useful life
Land and buildings	3-27.5 years
Plant and machinery	5-7 years
Office equipment	3 years
Project equipment	5 years
Computer	5 years
Motor vehicle	5 years
Furniture & fittings	5 years

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and other comprehensive income in other income or expenses.

· Intangible assets

Intangible assets acquired from third parties are measured initially at fair value, with finite lives of 10 years, which are reviewed for indicators of impairment at least annually. These intangible assets are to be amortized over these estimated useful lives on a straight-line basis, upon the success of its commercial operation.

· Impairment of Long-lived Assets

In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment and intangible assets owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

· Revenue Recognition

ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

F-7

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Product sales

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.

Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.

Gold mining

Revenue from the sales of gold mineral or other minerals to registered gold trading companies or other customers in Malaysia is recognized as revenue in accordance with the following core principles: at the time of gold or minerals sales, the contract with customers and the performance obligations are identified. The transaction and selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia or at an agreed price. Sales invoice will be prepared to reflect the proper transaction price based on the performance obligation allocation. After delivery is completed and the performance obligation is satisfied, sales invoice will be presented to the customers and so revenue is then recognized accordingly.

· Leases

The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term.

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

The Company recognized no impairment of ROU assets as of December 31, 2022 and June 30, 2022.

The operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities in the unaudited condensed consolidated balance sheets at December 31, 2022 and June 30, 2022.

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842.

· Income Taxes

The Company adopted the ASC Topic 740, Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

F-8

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and six months ended December 31, 2022 and 2021.

· Foreign Currencies Translation

The Company’s reporting currency is the United States dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. In addition, some of the Company’s subsidiaries operating in Malaysia maintain their books and records in the local currency, Malaysian Ringgit (“MYR”) which is their functional currency, being the primary currency of the economic environment in which their operations are conducted.  In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Shareholders’ equity is translated using the historical rates. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

Translation of MYR into U.S. dollars has been made at the following exchange rates for the following periods:-

	December 31, 2022		December 30, 2021
Period-end MYR:US$ exchange rate		0.22715		0.24004
Average period MYR:US$ exchange rate		0.22102		0.23931

· Comprehensive Income

ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying unaudited condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

· Net Loss per Share

The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

· Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and stock appreciation rights are based on estimated fair values. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.

The Company accounts for non-employee stock-based awards at fair value in accordance with the measurement and recognition criteria of ASC Topic 505-50, “Equity-Based Payments to Non-Employees”.

· Mineral Acquisition and Exploration Costs

Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

F-9

· Environmental Expenditures

The operations of the Company have been,and may in the future be affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

· Related Parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

· Commitments and Contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

F-10

· Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, accrued liabilities and other payables, loans payable, and amounts due to related parties approximate their fair values because of the short maturity of these instruments.

· Recent Accounting Pronouncements

During the period ended December 31, 2022, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements.

NOTE 3 - GOING CONCERN UNCERTAINTIES

The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has generated recurring losses and suffered from an accumulated deficit of $9,810,142 at December 31, 2022. The continuation of the Company as a going concern in the next twelve months is dependent upon the Company pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings, and related party loans.

No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

NOTE 4 – BUSINESS SEGMENT INFORMATION

Currently, the Company has five reportable business segments:

(i)	Gold mineral mining;
(ii)	Distribution of THC-free cannabinoid (CBD) products;
(iii)	Production and distribution of renewable commodities;
(iv)	Holding of real property; and
(v)	Licensor of proprietary pyrolysis technology

F-11

In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments for the three and six months ended December 31, 2022 and 2021:

	Three Months ended December 31, 2022
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Licensor of proprietary pyrolysis technology			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	55,921		$	21,171		$	-		$	4,048		$	81,140
Cost of revenue		-			-			(31,202	)		-			-			(454	)		(31,656	)
Gross profit		-			-			24,719			21,171			-			3,594			49,484
Selling, general & administrative expenses		(60,396	)		(2,550	)		(503,630	)		(63,797	)		(653	)		(231,054	)		(862,080	)
Loss from operations		(60,396	)		(2,550	)		(478,911	)		(42,626	)		(653	)		(227,460	)		(812,596	)
Interest expenses		-			-			(4,803	)		-			-			(1,344,745	)		(1,349,548	)
Other income		281			-			636			-			-			961			1,878
Loss before income tax		(60,115	)		(2,550	)		(483,078	)		(42,626	)		(653	)		(1,571,244	)		(2,160,266	)
Income tax		-			-			-			-			-			-			-
Net loss	$	(60,115	)	$	(2,550	)	$	(483,078	)	$	(42,626	)	$	(653	)	$	(1,571,244	)	$	(2,160,266	)
Total assets at December 31, 2022	$	29,169		$	315,929		$	1,685,244		$	1,253,068		$	30,202,975		$	6,148,975		$	39,635,360

	Three Months ended December 31, 2021
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	-		$	-		$	-		$	-
Cost of revenue		-			-			-			-			-			-
Gross profit		-			-			-			-			-			-
Selling, general & administrative expenses		(66,093	)		(1,755	)		(17,640	)		(92,254	)		(181,363	)		(359,105	)
Loss from operations		(66,093	)		(1,755	)		(17,640	)		(92,254	)		(181,363	)		(359,105	)
Interest expenses		-			-			-			-			(484,168	)		(484,168	)
Other income		25			-			-			-			-			25
Loss before income tax		(66,068	)		(1,755	)		(17,640	)		(92,254	)		(665,531	)		(843,248	)
Income tax		-			-			-			-			-			-
Net loss	$	(66,068	)	$	(1,755	)	$	(17,640	)	$	(92,254	)	$	(665,531	)	$	(843,248	)
Total assets as December 31, 2021	$	66,732		$	150,975		$	-		$	465,267			32,882,177		$	33,565,151

F-12

	Six Months ended December 31, 2022
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Licensor of proprietary pyrolysis technology			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	79,265		$	23,221		$	-		$	4,966		$	107,452
Cost of revenue		-			-			(78,629	)		-			-			(966	)		(79,595	)
Gross profit		-			-			636			23,221			-			4,000			27,857
Selling, general & administrative expenses		(107,456	)		(2,575	)		(1,002,409	)		(87,250	)		(653	)		(472,179	)		(1,672,522	)
Loss from operations		(107,456	)		(2,575	)		(1,001,773	)		(64,029	)		(653	)		(468,179	)		(1,644,665	)
Interest expenses		-			-			(8,688	)		-			-			(1,870,972	)		(1,879,660	)
Other income		6,056			-			636			-			-			961			7,653
Loss before income tax		(101,400	)		(2,575	)		(1,009,825	)		(64,029	)		(653	)		(2,388,190	)		(3,516,672	)
Income tax		-			-			-			-			-			-			-
Net loss	$	(101,400	)	$	(2,575	)	$	(1,009,825	)	$	(64,029	)	$	(653	)	$	(2,388,190	)	$	(3,516,672	)
Total assets at December 31, 2022	$	29,169		$	315,929		$	1,685,244		$	1,253,068		$	30,202,975		$	6,148,975		$	39,635,360

	Six Months ended December 31, 2021
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	-		$	-		$	-		$	-
Cost of revenue		-			-						-			-			-
Gross profit		-			-			-			-			-			-
Selling, general & administrative expenses		(107,376	)		(1,755	)		(17,640	)		(102,742	)		(493,588	)		(723,101	)
Loss from operations		(107,376	)		(1,755	)		(17,640	)		(102,742	)		(493,588	)		(723,101	)
Interest expenses		-			-			-			-			(954,934	)		(954,934	)
Other income		12,115			-			-			-			-			12,115
Loss before income tax		(95,261	)		(1,755	)		(17,640	)		(102,742	)		(1,448,522	)		(1,665,920	)
Income tax		-			-			-			-			-			-
Net loss	$	(95,261	)	$	(1,755	)	$	(17,640	)	$	(102,742	)	$	(1,448,522	)	$	(1,665,920	)
Total assets as December 31, 2021	$	66,732		$	150,975		$	-		$	465,267			32,882,177		$	33,565,151

F-13

The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables: 

	Three Months ended December 31,				Six Months ended December 31,
	2022		2021		2022		2021
Malaysia	$	10,621	$	-	$	22,233	$	-
United States		70,519		-		85,219		-
	$	81,140	$	-	$	107,452	$	-

NOTE 5 – OTHER RECEIVABLE AND DEPOSITS

Other receivable, deposits and prepayments as of December 31, 2022 and June 30, 2022 consisted of the following:

	December 31, 2022		June 30, 2022
Deposits	$	201,466	$	118,516
Other receivables		8,946		-
	$	210,414	$	118,516

F-14

NOTE 6 –INTANGIBLE ASSET

On May 13, 2021, the Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party,  and other unrelated third party individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest. On January 20, 2022, the Company had reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note, with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. The conversion of the promissory notes were completed on December 9, 2022 with the issuance of 333,142,389 of the Company’s restricted Common Stock. The acquisition of BRL was consummated on October 12, 2022.

Bio Resources Limited (“BRL”) is the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like palm biomass wastes is used as feedstock. Upon fulfilling UN’s (United Nations) ACM 22 protocol as well as LCA (Life Cycle Assessment) requirements, it is anticipate that the by-products from this IP with fair value of $30,192,771 would lead to certification and issuance of Carbon Avoidance Credits as well as Carbon Removal Credits to generate carbon revenue for the Company.

During this quarter, the Company has not operated the use of its intellectual property rights to generate its revenue. Therefore, no amortization was provided.

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

A summary of property and equipment at December 31, 2022 and June 30, 2022 is as follows:

	December 31, 2022			June 30, 2022
Land and building	$	2,151,709		$	1,642,102
Plant and machinery		491,536			134,198
Office equipment		24,097			23,353
Project equipment		616,169			615,420
Computer		15,943			14,846
Motor vehicle		741,735			225,861
Furniture & fittings		10,320			2,527
		4,051,509			2,658,307
Less: accumulated depreciation		(1,685,812	)		(1,609,414	)
	$	2,365,697		$	1,048,893

Depreciation expense for the three months ended December 31, 2022 and 2021 totalled $51,955 and $4,134, respectively.

Depreciation expense for the six months ended December 31, 2022 and 2021 totalled $79,907 and $5,220, respectively.

Land and building with the net carrying value of $735,063 at December 31, 2022 and $746,145 at June 30, 2022 were pledged to a financial institution for facilities granted.

F-15

NOTE 8 – DEPOSITS PAID

At December 31, 2022 and June 30, 2022, deposits consist of the following:

	December 31, 2022		June 30, 2022
Deposits paid for acquisition of subsidiaries
- Bio Resources Limited (#1)	$	-	$	25,935,550
Deposits paid for acquisition of property, plant and equipment (#2)		5,000,000		5,000,000
Security deposit
- Factory site (#3)		80,000		80,000
- Land and building (#4)	$	-	$	240,000
	$	80,000	$	320,000

(#1) The Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party individuals, in consideration of issuance of  321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 was convertible into common shares within 60 days from October 12, 2022, and bearing zero coupon interest. The promissory note was priced at $16,290,550 considering the market interest rate then.  This transaction was subsequently closed on October 12, 2022.

(#2) On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration of issuance of 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000. 135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia. The consideration shall be refundable if the transaction fails to complete.

(#3) On March 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement and Option to Purchase (“Lease Agreement”)  the factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000 ($8,571). The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) which shall be paid in advance upon commencement of the Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($80,000) (the “Security Payment”).

(#4) On February 10, 2022, the Company, through VEL, a limited liability company incorporated in the State of Missouri, which is an indirect wholly-owned subsidiary of the Company via Verde Renewables, Inc., entered into a Commercial Lease Agreement and Option to Purchase (the “Lease Agreement”) a 24-acre property in La Belle from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) in order to kickstart carbon farming with biochar in Missouri. Under the Lease Agreement, the term of the lease will be for a period of two (2) years and the Company will have the right to renew the lease with a total of three renewal periods with each term being two years. The monthly base rent is $10,000 for the term, was payable on the commencement of the Lease Agreement, together with a security deposit of $240,000. The Lease Agreement also grants the Company the exclusive right and option to purchase the premises together with all the right title and interest from the Landlord for a consideration of $490,000 at any time during the two-year term of the lease. If the Company exercises the option to purchase the premises from the Landlord, the upfront lease payment and security deposit may be utilized as part payment of the purchase consideration.  The option to purchase was exercised on September 27, 2022.

NOTE 9 - MINING RIGHT

A lump sum payment of RM260,500 ($62,260) was made for a mining right over a period of 2 years up to June 13, 2023. The mining right is amortized on a straight-line basis over the term of the right.

The table below presents the movement of the right as recorded on the balance sheets.

	Six months ended December 31, 2022			Year Ended June 30, 2022
Balance as at July 1, 2022 and July 1, 2021	$	27,088		$	60,131
Amortization charge for the period		(14,394	)		(30,779	)
Foreign exchange adjustment		(366	)		(2,264	)
Balance as of December 31, 2022 and June 30, 2022	$	12,328		$	27,088

Amortization charge of mining right was $7,188 and $7,809 for the three months ended December 31, 2022 and 2021, respectively.

Amortization charge of mining right was $14,394 and $15,585 for the six months ended December 31, 2022 and 2021, respectively.

F-16

NOTE 10 – AMOUNTS DUE TO RELATED PARTIES

The following breakdown of the balances due to related parties, consisted of:-

	December 31, 2022		June 30, 2022
Borneo Oil and Gas Corporation Sdn Bhd (“BOG”)	$	718,168	$	555,527
Borneo Energy Sdn Bhd		15,696		-
Taipan International Limited		119,153		-
Mr. Jack Wong		40,028
		893,045		555,527

Borneo Oil Berhad (“BOB”) (holding 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively) is the holding company of BOG and Borneo Energy Sdn Bhd. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

Taipan International Limited is one of the shareholders of the Company, and held 33.5% of the Company’s issued and outstanding common stock as of December 31, 2022. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

Mr. Jack Wong is the President and Chief Executive of the Company effective October 1, 2022.

NOTE 11 – PROMISSORY NOTES

On May 13, 2021, the Company announced the Share Sale Agreement dated May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party,  and other unrelated third party individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 was repayable by May 12, 2023, and bearing zero coupon interest. On January 20, 2022, the Company had reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. With the consummation of the acquisition of BRL on October 12, 2022, on December 9, 2022 the conversion of Promissory Notes was completed pursuant to a Supplementary Agreement dated December 7, 2022, with the issuance of  333,142,389 shares of the Company’s restricted Common Stock, at the price of $0.0611 per share, to the 17 Lenders, including the Company’s President and CEO, Jack Wong.

The fair value of the outstanding promissory notes as of June 30, 2022 was calculated with the following assumptions:

Risk free rate	0.268	%
Credit spread	6.513	%
Liquidity risk premium	5.000	%

The following is a reconciliation of the beginning and ending balances of promissory notes payable using Level 3 inputs:

	December 31,			June 30,
	2022			2022
Balance at the beginning of period or year	$	18,484,028		$	16,535,942
Interest expense		1,870,972			1,948,086
Converted to Company’s restricted common Stock		(20,355,000	)		-
Balance at the end of period or year	$	-		$	18,484,028

The Company recorded $1,344,745 and $484,168 interest expense for the three months ended December 31, 2022 and 2021, respectively.

The Company recorded $1,879,660 and $954,934 interest expense for the six months ended December 31, 2022 and 2021, respectively.

F-17

NOTE 12 - LEASES

The Company adopted ASU No. 2016-02, Leases and determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

Operating leases are included in the right-of-use lease assets, and current and non-current lease liabilities on the Unaudited Condensed Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.

The Company adopts a 5% as weighted average incremental borrowing rate to determine the present value of the lease payments. The weighted average remaining life of the lease was 3 years.

The table below presents the lease-related assets and liabilities recorded on the balance sheet.

	December 31, 2022		June 30, 2022
Assets
Right-of-use asset (#1)	$	634,286	$	685,714
Right-of-use asset (#2)		59,310		-
		693,596		685,714
Liabilities
Current:
Operating lease liabilities	$	18,975	$	-
Finance lease liabilities	$	169,496	$	75,224
Non-current:
Operating lease liabilities	$	40,335	$	-
Finance lease liabilities		686,883		97,900
Total lease liabilities	$	915,689	$	173,124

As of December 31, 2022, right-of-use assets were $693,596 and lease liabilities were $915,689.

As of June 30, 2022, right-of-use assets were $685,714 and lease liabilities were $173,124.

For the three months ended December 31, 2022 and 2021, the amortization charge on right-of use assets was $25,714 and $0, respectively.

For the six months ended December 31, 2022 and 2021, the amortization charge on right-of-use was $57,028 and $0, respectively.

(#1) This leasing arrangement for the lease of the Segama factory amounting to $720,000 is for a lease term of seven (7) years and includes an exclusive right and option to purchase the factory site, together with all its right title and interest, for a consideration to be mutually agreed between the parties at any time during the period of two years from the date of the Lease Agreement. The Lease Payment and Security Payment shall be applied toward the Purchase Price upon VRAP exercising the option to purchase. The Company’s lease agreements do not contain any material restrictive covenants.

There are no corresponding lease liabilities recorded as the lease payments for the entire lease period has been paid upfront upon inception of the agreement.

(#2)This leasing arrangement for the lease of the executive vehicle amounting to $84,718 is for a lease term of three (3) years and includes option to purchase the said vehicle at an agreed consideration as stated in the Lease Agreement. The purchase option fee shall be applied toward the Purchase Price upon VRI exercising the option to purchase. The Company’s lease agreements do not contain any material restrictive covenants.

F-18

The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense for the periods.

	Six Months ended December 31,
	2022		2021
Finance lease cost:
Interest on lease liabilities (per ASC 842)	$	8,688	$	-
Operating lease cost:
Operating lease expense (per ASC 842)		65,867		10,818
Total lease expense	$	74,555	$	10,818

Components of Lease Expense

The Company recognizes operating lease expense on a straight-line basis over the term of the operating leases, comprising interest expense determined using the effective interest method, and amortization of the right-of-use asset, as reported within “general and administrative” expense on the accompanying unaudited condensed consolidated statement of operations.

Finance lease expense comprise of interest expenses determined using the effective interest method.

Future Contractual Lease Payments as of December 31, 2022

The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next five years and thereafter ending December 31:

Years ending December 31,	Operating and finance lease amount
2023	$	188,471
2024		146,789
2025		150,206
2026		141,282
2027		124,164
Thereafter		164,777
Total minimum finance lease liabilities installment payment	$	915,689
Representing:-
Current liabilities	$	188,471
Non-current liabilities		727,218
	$	915,689

NOTE 13 - STOCKHOLDERS’ EQUITY

Authorized Stock

The Company has authorized 10,000,000,000 common shares and 50,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Preferred stock outstanding

There are no preferred shares outstanding as of December 31, 2022 and June 30, 2022.

The Company has no stock option plan, warrants, or other dilutive securities.

Common stock outstanding

On July 15, 2022, the Company issued a total of 1,500,000 restricted common shares at US$0.155 per share to two consultants pursuant to two consultant agreements; 1,000,000 restricted common shares were issued to Gary F. Zimmer and 500,000 restricted common shares were issued to Lisa Leilani Zimmer Durand, to serve as consultants to the Company. An aggregate of $232,500 was recognized as stock-based compensation under general and administrative expenses during the period ended September 30,2022.

During period ended September 30, 2022, 15,328,029 restricted common shares were committed to be issued pursuant to private placement and were subsequently issued on November 7, 2022, comprising of 291,667 restricted common shares for US$21,000 at US$0.072 per share to one non-US shareholder, 15,036,362 restricted common shares for US$1,323,200 at US$0.088 per share to five non-US shareholders .

F-19

On November 7, 2022, the Company issued 603,181 restricted common shares for US$53,080 at US$0.088 per share to three US shareholders.

On October 26, 2022, the Company entered into a corporate consulting services agreement (the “Consulting Agreement”) for investor communication and public relations services with Dutchess Group LLC (“DGL”). On December 9, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of 1,500,000 restricted common shares at US$0.12 per share to DGL.

On November 30, 2022, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.(“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with YM Tengku Chanela Jamidah YAM Tengku Ibrahim to engage her as its Director of Strategic Initiatives to promote and make introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Agreement. Under the Agreement, the Company will pay YM Tengku Chanela Jamidah YAM Tengku Ibrahim by the issuance of 1,000,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 500,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-four (24) months commencing on November 30, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Services Agreement, the Company issued a total of 500,000 restricted common shares at US$0.20 per share to YM Tengku Chanela Jamidah YAM Tengku Ibrahim.

On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with Steven Sorhus to engage him as its Financial Controller to prepare monthly financial reports and financial projections, and oversee daily accounting practices of the Company and its subsidiaries as designated in the Agreement. Under the Agreement, the Company will pay Steven Sorhus by the issuance of 800,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 300,000 shares on or before December 31, 2022 and 500,000 shares on or before December 31, 2023. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Agreement, the Company issued a total of 500,000 restricted common shares at US$0.20 per share to Steven Sorhus.

On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with EMGTA LLC (“EMGTA”). Under the Agreement, EMGTA will provide services to develop business plan and marketing strategy to facilitate business growth, and identify new customers and markets for the Company. The Company will pay EMGTA by the issuance of 750,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 375,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Agreement, the Company issued a total of 375,000 restricted common shares at US$0.20 per share to EMGTA.

On December 15, 2022, the Company entered into a Services Agreement (the “Agreement”) with Looi Pei See to engage her as its consultant to develop the retail markets for the Company’s products and services in Malaysia and Singapore. On December 31, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of 1,140,000 restricted common shares at US$0.20 per share to Looi Pei See. The term of the Agreement will be for a fixed period of thirty-six (36) months.

There were 1,173,576,654 and 819,188,055 shares of common stock issued and outstanding at December 31, 2022 and June 30, 2022, respectively.

NOTE 14 - INCOME TAX

For the six months ended December 31, 2022 and 2021, the local (“United States of America”) and foreign components incurred loss before income taxes as follows:

	Six Months ended December 31,
	2022			2021
Tax jurisdiction from:
- Local (US regime)	$	(3,023,344	)	$	(1,553,019	)
- Foreign, including
British Virgin Island		(141,258	)		-
Malaysia		(351,417	)		(112,901	)
Labuan, Malaysia		(653	)		-
Loss before income taxes	$	(3,516,672	)	$	(1,665,920	)

F-20

The provision for income taxes consisted of the following:

	Six Months ended December 31,
	2022		2021
Current tax:
- Local	$	-	$	-
- Foreign		-		-
Deferred tax
- Local		-		-
- Foreign		-		-
Income tax expense (benefit)	$	-	$	-

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company mainly operates in U.S.A. and Malaysia and are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

VRDR, VRI and VLI are subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented.

The Company has provided for a full valuation allowance against the deferred tax assets of $895,584 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $4,264,686 as the management believes it is more likely than not that these assets will not be realized in the future.

Net Operating Losses (NOLs) generated prior to January 1, 2018 are able to be carried forward up to twenty subsequent years. Any NOLs created for tax years subsequent to that may be carried forward indefinitely.  However, any NOLs arising from tax years ending after December 31, 2020, can only be used to offset up to 80% of taxable income.

For the six months ended December 31, 2022 and 2021, there were no operating income under US tax regime.

BVI

Under the current BVI law, VRAP is not subject to tax on income.

Labuan

Under the current laws of the Labuan applicable to BRL, income derived from an intellectual property right is subject to tax under the Malaysian Income Tax Act 1967 (ITA) at 24% of its chargeable income. However, BRL is not subject to income tax, given that it was a net loss position during the current period presented.  The losses are presently not able to be carried forward to offset against its future operation income as income generating activities have not yet been undertaken.

Malaysia

VRSB, Champmark and Wision are registered in Malaysia and are subject to the Malaysian corporate income tax at a standard income tax rate of 24% on chargeable income.

For the six months ended December 31, 2022, the operation in Malaysia incurred $5,579,869 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss are allowed to be carried forward up to a maximum of ten (10) years of assessments under the current tax legislation in Malaysia.  The Company has provided for a full valuation allowance against the deferred tax assets of $1,339,169 on the expected future tax benefits from the net operating loss (“NOL”) carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

	Six Months ended December 31,
	2022			2021
Loss before income taxes	$	(351,417	)	$	(112,901	)
Statutory income tax rate		24	%		24	%
Income tax expense at statutory rate		(84,340	)		(27,096	)
Non-deductible items		6,178			3,781
Operating losses unable to carried forward		157
Net operating loss		78,005			23,315
Income tax expense	$	-		$	-

F-21

The following table sets forth the significant components of the deferred tax assets of the Company:

	December 31, 2022			June 30, 2022
Deferred tax assets:
Net operating loss carryforwards, from
US tax regime	$	895,584		$	169,688
Malaysia tax regime		1,339,169			1,259,662
Less: valuation allowance		(2,234,753	)		(1,429,350	)
Deferred tax assets, net	$	-		$	-

The Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that exists regarding future realizability. If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the majority of the valuation allowances will be reversed in the unaudited condensed consolidated statement of operations. The Company did not have any interest and penalty provided or recognized in the income statements for the six months ended December 31, 2022 and 2021. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.

NOTE 15 - RELATED PARTY TRANSACTIONS

	Six Months ended
	December 31,
	2022		2021
Related party transactions:
Sales to:
Borneo Eco Food Sdn Bhd (#2)	$	12,181	$	-
Rental income:
Mr. Jack Wong (#5)	$	19,121	$	-
Other income – Sales of wash sand to:
Jusra Mining Merapoh Sdn Bhd (#1)	$	-	$	12,115
Site expenses:
Warisan Khidmat Sdn Bhd (#3)	$	7,963	$	-
Professional services provided by:
Warisan Khidmat Sdn Bhd (#3)	$	9,283	$	-

Related party balances:
	As of
	December 31, 2022		June 30, 2022
Trade receivables
Borneo Eco Food Sdn Bhd (#2)	$	7,824	$	5,933
Deposits paid for acquisition of property, plant and equipment
Borneo Energy Sdn Bhd (#2)	$	-	$	5,000,000
Trade Payables
Warisan Khidmat Sdn Bhd (#3)	$	1,590	$	7,253
Advanced from related parties
Advanced from BOG (#4)	$	718,168	$	555,527
Advanced from Borneo Energy Sdn Bhd (#2)	$	15,696	$	-
Taipan International Limited (#6)	$	119,153	$	-
Mr. Jack Wong (#5)	$	40,028	$	-
Advanced to related party
Vetrolysis Limited (#7)	$	100	$	-
Advanced from Director
Mr. Carl M. Craven	$	22,737	$	-

(#1) Lamax Gold Limited (“LGL”) held 15% equity interests of Champmark Sdn Bhd which was disposed on October 20, 2021 to Verde Resources Asia Pacific Limited (formerly known as Gold Billion Global Limited) and is also the major shareholder of Jusra Mining Merapoh Sdn Bhd.

(#2) Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Eco Food Sdn. Bhd. and Borneo Energy Sdn Bhd, and held 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively.

(#3) Warisan Khidmat Sdn. Bhd. is a company whose shareholdings is entirely held by Director of VRSB

(#4) Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively). The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

(#5) Mr. Jack Wong is the President and Chief Executive of the Company effective October 1, 2022.

(#6) Taipan International Limited is one of the shareholders of the Company, and held 33.5% of the Company’s issued and outstanding common stock as of December 31, 2022.

(#7) Encik Anuar bin Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited.

Apart from the transactions and balances detailed above and elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

F-22

NOTE 16 - CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three and six months ended December 31, 2022 and 2021, there was no single customer whose revenue exceeded 10% of the revenue.

(b) Economic and political risk

The Company’s major operations are conducted in U.S.A. and Malaysia. Accordingly, the political, economic, and legal environments in U.S.A. and Malaysia, as well as the general state of U.S.A. and Malaysia’s economy may influence the Company’s business, financial condition, and results of operations.

(c) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

NOTE 17 - COMMITMENTS AND CONTINGENCIES

As of December 31, 2022, the Company has commitment to issue restricted common shares to the following service providers on or before December 31, 2023 for services to be performed pursuant to the Service Agreements signed as disclosed in Note 13 on or before December 31, 2023:

	Number of shares to be issued
EMGTA LLC		375,000
YM Tengku Chanela Jamidah YAM Tengku Ibrahim		500,000
Steven Sorhus		500,000
		1,375,000

As of December 31, 2022, the Company has no material contingencies.

NOTE 17 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2022, up through the date the Company issued the audited unaudited condensed consolidated financial statements.

F-23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Annual Report on Form 10-K, as filed on November 4, 2022. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Verde Resources,” “we,” “us,” or “our” are to Verde Resources, Inc.

Overview

Verde Resources, Inc. (the “Company” or “VRDR”) was incorporated in the State of Nevada on April 22, 2010.

We currently operate in two lines of business: (i) gold exploration and mining through Champmark Sdn. Bhd., a Malaysian corporation (“CSB”); and (ii) production and distribution of renewable commodities through Verde Resources (Malaysia) Sdn. Bhd., a Malaysian corporation. We intend to develop operations in the distribution of THC-free cannabinoid products through Verde Life Inc., an Oregon corporation. The Company is also engaged in the investment opportunities in other non-mining areas including the bioenergy industry and the food & beverage sector.

The Company conducts business operations in Pahang Malaysia through Champmark Sdn Bhd (“CSB”), a private limited liability company incorporated in Malaysia, and a 100% subsidiary Verde Resources Asia Pacific Limited (“VRAP”) (formerly known as Gold Billion Global Limited), a company incorporated under the laws of the British Virgin Islands.

The following diagram illustrates our current corporate structure:

On July 15, 2022, the Company issued a total of 1,500,000 restricted common shares at US$0.155 per share to two consultants pursuant to two consultant agreements; 1,000,000 restricted common shares were issued to Gary F. Zimmer and 500,000 restricted common shares were issued to Lisa Leilani Zimmer Durand, to serve as consultants to the Company. An aggregate of $232,500 was recognized as stock-based compensation under general and administrative expenses during the period ended September 30, 2022.

On October 1, 2022, Balakrishnan B S Muthu resigned from his position as President of the Company. Balakrishnan B S Muthu shall remain as Treasurer, Chief Financial Officer, General Manager and Director of Verde and Liang Wai Keen shall remain as Secretary of the Company.

Mr. Jack Wong has been appointed President and Chief Executive Officer of the Company effective October 1, 2022. Mr. Wong was the sole shareholder of The Wision Project Sdn Bhd (“Wision”), a subsidiary which was acquired by the Company through its wholly owned subsidiary Verde Resources (Malaysia) Sdn Bhd (“VRSB”) pursuant to Share Sale Agreement (“SSA”) signed on March 23, 2022 for the acquisition of one hundred percent 100% of the issued and paid-up ordinary shares in Wision from Mr. Wong.

On October 1, 2022, the Company’s Board of Directors adopted an employment and compensation agreement for Mr. Wong (the “Agreement”). The Agreement provides for an employment term of five (5) years. Mr. Wong will receive an annual salary of $287,650 inclusive of any tax payable as required by law. The Company will also provide Mr. Wong an executive vehicle, executive housing, health benefits, and equity incentives upon the Company adopting an equity incentive plan.

5

On October 26, 2022, the Company entered into a corporate consulting services agreement (the “Consulting Agreement”) for investor communication and public relations services with Dutchess Group LLC (“DGL”). Pursuant to terms of the Consulting Agreement, the Company agreed to issue 1,500,000 shares of the Company’s restricted common stock to DGL within forty-five (45) days of signing the Consulting Agreement.

On November 8, 2022, Jack Wong has been appointed Chief Executive Officer of the Company’s wholly owned subsidiaries Verde Renewables, Inc and Verde Life Inc.

On November 22, 2022, the Company through its wholly-owned subsidiary Verde Life Inc. (“VLI”), a company incorporated in the State of Oregon, entered into a Product Distribution Agreement (the “Agreement”) with Country Farms Sdn Bhd (“CF”), a company incorporated in Malaysia and a wholly-owned subsidiary of Berjaya Corporation Berhad, to grant CF with the exclusive right to distribute white-label CBD products from VLI to its customers in Malaysia. Under the Agreement, CF shall pay VLI a deposit of $200,000 upon execution of this Agreement. Upon submission of the first purchase order, CF shall pay 50% of the purchase order value to VLI. Prior to any product shipment, CF shall pay VLI the balance 50% of the purchase order value less an initial deposit of $70,000. The remaining deposit of $130,000 shall be retained for the exclusivity and subsequent orders. The term of the Agreement will commence on November 22, 2022 for a period of three (3) years.

On November 30, 2022, the Company through its wholly-owned subsidiary Verde Renewables, Inc. (“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim to engage her as its Director of Strategic Initiatives to promote and make introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Agreement. Under the Agreement, the Company will pay Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim by the issuance of 1,000,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 500,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-four (24) months commencing on November 30, 2022.

On December 1, 2022, the Company, through its wholly-owned subsidiary VRI, entered into a Services Agreement (the “Agreement”) with Steven Sorhus to engage him as its Financial Controller to prepare monthly financial reports and financial projections, and oversee daily accounting practices of the Company and its subsidiaries as designated in the Agreement. Under the Agreement, the Company will pay Steven Sorhus by the issuance of 800,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 300,000 shares on or before December 31, 2022 and 500,000 shares on or before December 31, 2023. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022.

On December 1, 2022, the Company, through its wholly-owned subsidiary VRI, entered into a Services Agreement (the “Agreement”) with EMGTA LLC (“EMGTA”). Under the Agreement, EMGTA will provide services to develop business plan and marketing strategy to facilitate business growth, and identify new customers and markets for the Company. The Company will pay EMGTA by the issuance of 750,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 375,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022.

On December 15, 2022, the Company entered into a Services Agreement (the “Agreement”) with Looi Pei See to engage her as a consultant to develop the retail markets for the Company’s products and services in Malaysia and Singapore. The Company will pay Looi Pei See by the issuance of 1,140,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) on or before December 31, 2022.

Stage of Operation

The Company has negotiated with Malaysia state agency PKNP on a 2-year lease for a new mining location that is about 5 km from the current Merapoh mine site. The leasing premium has been paid but the mining lease certificate will only be issued upon clearance from the Malaysia Forest Department, which is expected in mid 2023 subject to review on COVID-19 “Movement Control Order” by the Malaysian government.

For the current Site IV-1 of the Merapoh Gold Mine, our mining operation would focus on mining other resources such as limestones.

As our business is affected by the fluctuations of gold prices, the Company intends to diversify its product line by acquiring mining projects with potential for different mineral resources other than gold. We continue to hold discussions with other mining companies for potential collaboration to carry out exploration and exploitation works on other mineral resources in Southeast Asia regions. Apart from the mining industry, the Company has taken steps to look into investment opportunities in the non-mining areas that include the bioenergy industry and the food & beverage sector.

The Company is diversifying into the green industry with its acquisition of Bio Resources Ltd (“BRL”), the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degree Celsius to 500 degree Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock. The acquisition was completed on October 12, 2022.

Apart from the green industry, the Company is also working on a partnership with MRX Technologies, a market leader in commercial extraction systems for cannabis and hemp. The partnership includes an agreement for Verde Resources to white-label THC-free CBD products from MRX Technologies.

6

Results of Operations

For the three months ended December 31, 2022 and 2021:

The following table sets forth selected financial information from our statements of comprehensive loss for the three months ended December 31, 2022 and 2021:

	December 31, 2022			December 31, 2021			Change
	Amount			Amount			%
	(Unaudited)			(Unaudited)
Revenue	$	81,140		$	-			100	%
Cost of revenue	$	(31,656	)	$	-			100	%
Gross profit	$	49,484		$	-			100	%
Operating expenses	$	862,080		$	359,105			203.6	%
Interest expense	$	1,349,548		$	484,168			178.7	%
Other income, net	$	1,878		$	25			7,412	%
NET LOSS	$	(2,160,266	)		(843,248	)		183.2	%

The average rate of MYR : USD for three months ended December 31, 2022 and December 31, 2021 was 0.2207 and 0.2398 respectively.

Revenue

The revenue is mainly derived from the rental income and sales of products in Malaysia.

We have generated $81,140 and $0 revenues for the three months ended December 31, 2022 and 2021.

Cost of revenue

We have generated $31,656 and $0 cost of revenues for the three months ended December 31, 2022 and 2021.

Gross profit

We have recorded a gross profit of $49,484 and $0 for the three months ended December 31, 2022 and 2021.

Operating expense

Operating expenses comprised mainly of salaries, office costs, legal and professional fees. The increase in operating expenses for the period was mainly due to the increase of consultancy fee and legal and professional fees during the period.

We have incurred $862,080 and $359,105 in operating expenses through December 31, 2022 and 2021.

Interest expense and Other income, net

We have interest expense of $1,349,548 and $484,168 for the three months ended December 31, 2022 and 2021. The increase in interest expenses for the period was mainly due to early conversion of promissory note.

We have other net income of $1,878 and $25 for the three months ended December 31, 2022 and 2021.

Net loss

As a result of the above factors, the Company incurred a net loss of $2,160,266 and $843,248 for the three months ended December 31, 2022 and 2021, respectively.

7

For the six months ended December 31, 2022 and 2021:

The following table sets forth selected financial information from our statements of comprehensive loss for the six months ended December 31, 2022 and 2021:

	December 31, 2022			December 31, 2021			Change
	Amount			Amount			%
	(Unaudited)			(Unaudited)
Revenue	$	107,452		$	-			100	%
Cost of revenue	$	(79,595	)	$	-			100	%
Gross profit	$	27,857		$	-			100	%
Operating expenses	$	1,672,522		$	723,101			131.3	%
Interest expense	$	1,879,660		$	954,934			96.84	%
Other income, net	$	7,653		$	12,115			(36.83)	%
NET LOSS	$	(3,516,672	)		(1,665,920	)		111.1	%

The average rate of MYR : USD for six months ended December 31, 2022 and December 31, 2021 was 0.2210 and 0.2393 respectively.

Revenue

The revenue is mainly derived from the rental income and sales of products in Malaysia.

We have generated $107,452 and $0 revenues for the six months ended December 31, 2022 and 2021.

Cost of revenue

We have generated $79,595 and $0 cost of revenues for the six months ended December 31, 2022 and 2021.

Gross profit

We have recorded a gross profit of $27,857 and $0 for the six months ended December 31, 2022 and 2021.

Operating expense

Operating expenses comprised mainly of salaries, office costs, legal and professional fees. The increase in operating expenses for the period was mainly due to the increase of consultancy fee and legal and professional fees during the period.

We have incurred $1,672,522 and $723,101 in operating expenses through December 31, 2022 and 2021.

Interest expense and Other income, net

We have interest expense of $1,879,660 and $954,934 for the six months ended December 31, 2022 and 2021. The increase in interest expenses for the period was mainly due to early conversion of promissory notes.

We have other net income of $7,653 and $12,115 for the six months ended December 31, 2022 and 2021.

Net loss

As a result of the above factors, the Company incurred a net loss of $3,516,672 and $1,665,920 for the six months ended December 31, 2022 and 2021, respectively.

8

Liquidity and Capital Resources

The following summarizes the key component of our cash flows for the six months ended December 31, 2022 and 2021.

Cash Flow Date	December 31, 2022			December 31, 2021
Net Cash (Used in) operating activities	$	(990,787	)	$	(543,559	)
Net Cash (Used in) investing activity		(445,326	)		(390,836	)
Net Cash Provided by (Used in) financing activities		1,391,098			(2,610	)
Effect of exchange rate fluctuation on cash and cash equivalents		(10,342	)		(3,888	)
Net decrease in cash and cash equivalents		(45,015	)		(937,005	)
Cash and cash equivalents, beginning of period		418,917			2,117,622
Cash and cash equivalents, ending of period	$	363,560		$	1,176,729

Net Cash (Used in) Operating Activities

For the six months ended December 31, 2022, the Company had incurred net loss from operation of $3,516,672 which posted a negative impact to the Company’s cash flow. The reconciliation on non-cash items such as interest expenses, depreciation and amortization provide positive impact on cash.

In the operation analysis, the net cash used in operating activities increased from $543,559 to $990,787.  The operation loss of $3,516,672 was partially offset by the noncash expenses such as $79,907 in depreciation, $65,822 in amortization, $307,457 in share-based compensation, $1,870,972 in interest expenses on promissory notes, $8,688 in lease interest expense and $600 from gain on disposal of property, plant and equipment. In the operating assets and liabilities, the net increase in current assets resulted from an increase of other receivables, deposits and prepayments of $110,088, an increase in inventories held of $17,320 and a decrease in accounts receivables of $4,489.  The net increase in current liabilities resulted from $202,117 increase in advances from related parties, $83,991 increase in accrued liabilities and other payables and $30,250 increase in accounts payable. The final result of the cash flow used in operating activities was $990,787.

Net Cash (Used in) Investing Activity

The net cash used by investing activity of $445,326 resulted from purchase of property, plant and equipment of $469,466, offset by proceeds on disposal of $23,000 and net cash on acquisition of a subsidiary company of $1,140 for the six months ended December 31, 2022.

Net Cash Provided by (Used in) Financing Activities

The net cash provided by financing activities of $1,391,098 resulted from proceeds from shares issued of $1,376,280 and net proceeds from drawdown of loans of $50,000, set off partially by repayments to lease liabilities and related interests for the six months ended December 31, 2022 of $35,182.

The cash flow situation will not allow for operations in the coming next 12 months by self-generated cash provided from operating activities. The Company needs to increase cash flow supplies with a long term plan until the Company makes sustainable profits and has a positive cash flow. Otherwise, loans from related parties may be a temporary solution, although we have no written loan agreements. There is no guarantee that we will be able to secure adequate financing. If we fail to secure sufficient funds, our business activities may be curtailed, or we may cease to operate.

Working Capital

As of December 31, 2022 and June 30, 2022, we had cash and cash equivalent of $363,560 and $418,917, respectively. As of December 31, 2022 and June 30, 2022, we have incurred accumulated operating losses of $9,810,142 and $10,357,920, respectively.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

9

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). During 2022, the Company has been undertaking tremendous changes and expansion which rendered the management to re-consider the availability of more management talents and professional staff to meet the enlargement in operation under the coming acquisition and expansion move. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, 2022 management also assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments Based on our consideration and evaluation, the current management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by three individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officers in connection with the review of our financial statements as of December 31, 2022. In the meantime, management has appointed external consultants to minimise risk and ascertain compliance of the requirements.

Management believes that the material weaknesses set forth above did not have an immediate negative effect on our financial results because of our small size of operation. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements if the Company were growing substantially after the expansion move was materialized.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the six months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

10

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

N/A.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic and annual reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Act of 1977. The Company did not have any mines in the United States during the period ended December 31, 2022.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The following exhibits are included as part of this report:

Exhibit No.	Description
31.1	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1	Rule 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

______________ 

101*

* The following financial information from Verde Resources, Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of December 31, 2022, and June 30, 2022, (ii) Condensed Statements of Operations for the three and six months ended December 31, 2022 and 2021, (iii) Condensed Statements of Cash Flows for the six months ended December 31, 2022 and 2021, and (iv) Notes to Condensed Financial Statements.

12

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VERDE RESOURCES, INC.
	(Registrant)
Dated: February 14, 2023	By:	/s/ Jack Wong
		Jack Wong
		President and Chief Executive Officer
		(Principal Executive Officer)

13

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Jack Wong, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Verde Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2023

By:	/s/ Jack Wong
	Jack Wong
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Balakrishnan B S Muthu, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Verde Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2023

By:	/s/ Balakrishnan B S Muthu
	Balakrishnan B S Muthu
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jack Wong, certify, as of the dates hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Verde Resources, Inc. on Form 10-Q for the period ended December 31, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Verde Resources, Inc. at the dates and for the periods indicated.

Date: February 14, 2023

By:	/s/ Jack Wong
	Jack Wong
	President and Chief Executive Officer

I, Balakrishnan B S Muthu, certify, as of the dates hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Verde Resources, Inc. on Form 10-Q for the period ended December 31, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Verde Resources, Inc. at the dates and for the periods indicated.

Date: February 14, 2023

By:	/s/ Balakrishnan B S Muthu
	Balakrishnan B S Muthu
	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Verde Resources, Inc. and will be retained by Verde Resources, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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	Dec. 31, 2022	Feb. 10, 2023
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Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		1,173,576,654
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55276
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	32-0457838
Entity Interactive Data Current	Yes
Entity Address Address Line 1	2 Cityplace Drive
Entity Address Address Line 2	Suite 200
Entity Address City Or Town	St. Louis
Entity Address State Or Province	MO
Entity Address Postal Zip Code	63141
City Area Code	323
Local Phone Number	538-5799

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Current assets:
Cash and cash equivalents	$ 363,560	$ 418,917
Accounts receivable	16,565	21,028
Inventories	104,462	87,035
Amount due from related party	100	0
Prepayments	595,869	722
Other receivables and deposits	210,414	118,516
Total current assets	1,290,968	646,218
Non-current assets:
Property, plant and equipment, net	2,365,697	1,048,893
Right of use assets, net	693,596	685,714
ASSETS
Mining rights	12,328	27,088
Intangible asset	30,192,771	0
Security deposit	80,000	320,000
Deposit paid for acquisition of subsidiaries	0	25,935,550
Deposit paid for acquisition of property, plant and equipment	5,000,000	5,000,000
Total non-current assets	38,344,392	33,017,245
TOTAL ASSETS	39,635,360	33,663,463
Current liabilities:
Accounts payable	48,483	18,211
Accrued liabilities and other payables	392,299	283,656
Finance lease liabilities	169,496	75,224
Operating lease liability	18,975	0
Bank loan	50,000	0
Promissory notes	0	18,484,028
Amount due to director	22,737	0
Amounts due to related parties	893,045	555,527
Total current liabilities	1,595,035	19,416,646
Non-current liabilities:
Finance lease liabilities	686,883	97,900
Operating lease liability	40,335	0
Total non-current liabilities	727,218	97,900
TOTAL LIABILITIES	2,322,253	19,514,546
Commitments and contingencies	0	0
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding	0	0
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 1,173,576,654 and 819,188,055 issued and outstanding as of December 31, 2022 and June 30, 2022	1,173,576	819,188
Additional paid-in capital	45,218,582	22,945,190
Accumulated other comprehensive income	731,091	742,459
Accumulated deficit	(9,810,142)	(10,357,920)
Stockholders' equity	37,313,107	14,148,917
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 39,635,360	$ 33,663,463

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Dec. 31, 2022	Jun. 30, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	10,000,000,000	10,000,000,000
Common stock, shares issued	1,173,576,654	819,188,055
Common stock, shares outstanding	1,173,576,654	819,188,055

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
Revenue, net	$ 81,140	$ 0	$ 107,452	$ 0
Cost of revenue	(31,656)	0	(79,595)	0
Gross profit	49,484	0	27,857	0
Operating expenses:
General and administrative	(862,080)	(359,105)	(1,672,522)	(723,101)
Total operating expenses	(862,080)	(359,105)	(1,672,522)	(723,101)
LOSS FROM OPERATION	(812,596)	(359,105)	(1,644,665)	723,101
Other (expense) income:
Interest expense	(1,349,548)	(484,168)	(1,879,660)	(954,934)
Other income	1,878	25	7,653	12,115
Total other expense, net	1,347,670	484,143	1,872,007	942,819
LOSS BEFORE INCOME TAXES	(2,160,266)	(843,248)	(3,516,672)	(1,665,920)
Income tax expense	0	0	0	0
NET LOSS	(2,160,266)	(843,248)	(3,516,672)	(1,665,920)
Net loss attributable to noncontrolling interest	0	12,556	0	16,935
Net loss attributable to Verde Resources Inc., shareholders	0	(830,692)	0	(1,648,985)
Total	(2,160,266)	(843,248)	(3,516,672)	(1,665,920)
Other comprehensive (loss) income:
- Foreign currency adjustment (loss) income	(91,188)	(5,423)	(11,368)	3,571
Less: other comprehensive (loss) income attributable to non-controlling interest	0	(814)	0	535
Add: other comprehensive income attributable to Verde Resources Inc., shareholders	(91,188)	(4,609)	(11,368)	3,036
COMPREHENSIVE LOSS	$ (2,251,454)	$ (848,671)	$ (3,528,040)	$ (1,662,349)
Net loss per share
- Basic	$ 0.00	$ 0.00	$ 0.00	$ 0.00
- Diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average common shares outstanding
- Basic	867,178,851	810,742,109	867,178,851	810,742,109
- Diluted	867,178,851	810,742,109	867,178,851	810,742,109

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (3,516,672)	$ (1,665,920)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation of property, plant and equipment	79,907	5,220
Amortization	65,822	15,585
Stock-based compensation	307,457	191,222
Finance cost interest element of promissory notes (non-cash)	1,870,972	954,934
Lease interest expense	8,688	0
Gain on disposal of property, plant and equipment	(600)	0
Changes in operating assets and liabilities:
Accounts receivable	4,489	0
Other receivables, deposits and prepayments	110,088	84,933
Inventories	17,320	0
Accounts payables	30,250	(723)
Accrued liabilities and other payables	83,991	28,433
Advanced from related parties	202,117	12,623
Net cash used in operating activities	(990,787)	(543,559)
Cash flows from investing activities:
Proceeds from disposal of property, plant and equipment	23,000
Payments of deposit for property, plant and equipment	0	(240,000)
Advanced to related parties	0	118,848
Net cash flows on acquisition of subsidiary company	1,140
Purchase of property, plant and equipment	(469,466)	(31,988)
Net cash used in investing activities	(445,326)	(390,836)
Cash flows from financing activities:
Repayments to lease liabilities	(26,494)	(2,610)
Drawdown of bank loan	100,000	0
Repayment of bank loan	(50,000)	0
Lease interest paid	(8,688)	0
Proceeds from issuance of common stock	1,376,280	0
Net cash provided by (used in) financing activities	1,391,098	(2,610)
Net change in cash and cash equivalent	(45,015)	(937,005)
Foreign currency translation adjustment	(10,342)	(3,888)
Net change in cash and cash equivalents	(55,357)	(940,893)
BEGINNING OF PERIOD	418,917	2,117,622
END OF PERIOD	363,560	1,176,729
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	0	0
Cash paid for interest	$ 0	$ 0

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($)	Total	Common Stock	Shares To Be Issued	Additional Paid-In Capital	Accumulated other comprehensive loss	Noncontrolling Interest	Accumulated deficit [Member]
Balance, shares at Jun. 30, 2021		779,742,109
Balance, amount at Jun. 30, 2021	$ 15,769,925	$ 779,742	$ 0	$ 20,699,067	$ 646,205	$ (441,834)	$ (5,913,255)
Shares issued for acquisition, shares		31,000,000
Shares issued for acquisition, amount	930,000	$ 31,000	0	899,000	0
Stock based compensation	96,128		0	96,128	0
Net loss for the period	(822,672)	0	0	0	0	(4,379)	(818,293)
Foreign currency translation adjustment	8,994	0	0	0	7,645	1,349	0
Balance, amount at Sep. 30, 2021	15,982,375	$ 810,742	0	21,694,195	653,850	(444,864)	(6,731,548)
Balance, shares at Sep. 30, 2021		810,742,109
Balance, shares at Jun. 30, 2021		779,742,109
Balance, amount at Jun. 30, 2021	15,769,925	$ 779,742	0	20,699,067	646,205	(441,834)	(5,913,255)
Net loss for the period	(1,665,920)
Balance, amount at Dec. 31, 2021	15,228,798	$ 810,742	0	21,789,289	649,241	(458,234)	(7,562,240)
Balance, shares at Dec. 31, 2021		810,742,109
Balance, shares at Sep. 30, 2021		810,742,109
Balance, amount at Sep. 30, 2021	15,982,375	$ 810,742	0	21,694,195	653,850	(444,864)	(6,731,548)
Stock based compensation	95,094	0	0	95,094	0	0	0
Net loss for the period	(843,248)	0	0	0	0	(12,556)	(830,692)
Foreign currency translation adjustment	(5,423)	0	0	0	(4,609)	(814)	0
Balance, amount at Dec. 31, 2021	15,228,798	$ 810,742	0	21,789,289	649,241	(458,234)	(7,562,240)
Balance, shares at Dec. 31, 2021		810,742,109
Balance, shares at Sep. 30, 2021		810,742,109
Balance, amount at Sep. 30, 2021	15,982,375	$ 810,742	0	21,694,195	653,850	(444,864)	(6,731,548)
Stock based compensation	232,500
Balance, amount at Sep. 30, 2022	14,449,031	$ 820,688	15,328	24,505,062	822,279	0	(11,714,326)
Balance, shares at Sep. 30, 2022		836,016,084
Balance, shares at Jun. 30, 2022		819,188,055
Balance, amount at Jun. 30, 2022	14,148,917	$ 819,188	0	22,945,190	742,459	0	(10,357,920)
Net loss for the period	(1,356,406)	0	0	0	0	0	(1,356,406)
Foreign currency translation adjustment	79,820	$ 0	0	0	79,820	0	0
Share issued to service provider, shares		1,500,000
Share issued to service provider, amount	232,500	$ 1,500	0	231,000	0	0	0
Shares to be issued, shares		15,328,029
Shares to be issued, amount	1,344,200	$ 0	15,328	1,328,872	0	0	0
Balance, amount at Sep. 30, 2022	14,449,031	$ 820,688	15,328	24,505,062	822,279	0	(11,714,326)
Balance, shares at Sep. 30, 2022		836,016,084
Balance, shares at Jun. 30, 2022		819,188,055
Balance, amount at Jun. 30, 2022	14,148,917	$ 819,188	0	22,945,190	742,459	0	(10,357,920)
Net loss for the period	(3,516,672)
Balance, amount at Dec. 31, 2022	$ 37,313,107	$ 1,173,576	0	45,218,582	731,091	0	(9,810,142)
Balance, shares at Dec. 31, 2022	1,375,000	1,173,576,654
Balance, shares at Sep. 30, 2022		836,016,084
Balance, amount at Sep. 30, 2022	$ 14,449,031	$ 820,688	15,328	24,505,062	822,279	0	(11,714,326)
Net loss for the period	(2,160,266)	0	0	0		0	(2,160,266)
Foreign currency translation adjustment		$ 0	0	0	(91,188)	0	0
Share issued to service provider, shares		3,815,000
Share issued to service provider, amount	643,000	$ 3,815	0	639,185	0	0	0
Fair value adjustment on conversion of PN	4,064,450						4,064,450
Shares issued for previously committed private placement	0	$ 15,328	(15,328)	0	0	0	0
Shares issued for private placement, shares		603,181
Shares issued for private placement, amount	53,080	$ 603	0	52,477	0	0	0
Shares issued for conversion of promissory note, shares		333,142,389
Shares issued for conversion of promissory note, amount	20,355,000	$ 333,142	0	20,021,858	0	0	0
Balance, amount at Dec. 31, 2022	$ 37,313,107	$ 1,173,576	$ 0	$ 45,218,582	$ 731,091	$ 0	$ (9,810,142)
Balance, shares at Dec. 31, 2022	1,375,000	1,173,576,654

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ORGANIZATION AND BUSINESS BACKGROUND

6 Months Ended

Dec. 31, 2022

ORGANIZATION AND BUSINESS BACKGROUND

ORGANIZATION AND BUSINESS BACKGROUND

NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

Verde Resources, Inc. (the “We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State of Nevada, U.S.A..

We currently operate in two lines of business: (i) gold exploration and mining through Champmark Sdn. Bhd., a Malaysian corporation (“CSB”); and (ii) production and distribution of renewable commodities through Verde Resources (Malaysia) Sdn. Bhd., a Malaysian corporation.  We intend to develop operations in the distribution of THC-free cannabinoid products through Verde Life Inc., an Oregon corporation. We are also considering investment opportunities in other non-mining areas including the bioenergy industry, real properties and the food & beverage sector.

The Company currently is engaged in the sale of gold mineral, distribution of THC-free cannabinoid (CBD) products, production and distribution of renewable commodities and real property holding. 

As of December 31, 2022, the Company has the following subsidiaries:-

Company name	Place of incorporation	Principal activities and place of operation	Effective interest held
Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited)	British Virgin Islands	Investment holding	100%
Verde Resources (Malaysia) Sdn Bhd (“VRSB”)	Malaysia	Provision of consultation service and distribution of renewable agricultural commodities	100%
Verde Renewables, Inc. (“VRI”)	State of Missouri, U.S.A.	Management of a processing and packaging facility	100%
Verde Life Inc. (“VLI”)	State of Oregon, U.S.A.	Distribution of THC-free cannabinoid (CBD) products	100%
Champmark Sdn Bhd (“Champmark”)	Malaysia	Mining of minerals	100%
The Wision Project Sdn Bhd (“Wision”)	Malaysia	Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services	100%
Verde Estates LLC (“VEL”)	State of Missouri, U.S.A.	Holding real property	100%
Bio Resources Limited (“BRL”)	Labuan, Malaysia	Provision of proprietary pyrolysis technology and investment holding	100%*

* The acquisition of BRL was completed on October 12, 2022.

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

· Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the condensed consolidated balance sheet as of June 30, 2022 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended December 31, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2023 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on November 4, 2022.

· Use of Estimates and Assumptions

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

· Basis of Consolidation

The unaudited condensed consolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date.

· Segment Reporting

Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. Currently, the Company operates in four reportable operating segments.

· Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

· Risks and Uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

· Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $363,560 and $418,917 in cash and cash equivalents at December 31, 2022 and June 30, 2022.

At December 31, 2022 and June 30, 2022, cash and cash equivalents consisted of bank deposits and petty cash on hands.

· Accounts Receivable

Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. At December 31, 2022 and June 30, 2022, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge. As of December 31, 2022 and June 30, 2022, the longest credit term for certain customers are 60 days.

· Inventories

Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.

As of December 31, 2022 and June 30, 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

· Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

	Expected useful life
Land and buildings	3-27.5 years
Plant and machinery	5-7 years
Office equipment	3 years
Project equipment	5 years
Computer	5 years
Motor vehicle	5 years
Furniture & fittings	5 years

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and other comprehensive income in other income or expenses.

· Intangible assets

Intangible assets acquired from third parties are measured initially at fair value, with finite lives of 10 years, which are reviewed for indicators of impairment at least annually. These intangible assets are to be amortized over these estimated useful lives on a straight-line basis, upon the success of its commercial operation.

· Impairment of Long-lived Assets

In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment and intangible assets owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

· Revenue Recognition

ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Product sales

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.

Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.

Gold mining

Revenue from the sales of gold mineral or other minerals to registered gold trading companies or other customers in Malaysia is recognized as revenue in accordance with the following core principles: at the time of gold or minerals sales, the contract with customers and the performance obligations are identified. The transaction and selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia or at an agreed price. Sales invoice will be prepared to reflect the proper transaction price based on the performance obligation allocation. After delivery is completed and the performance obligation is satisfied, sales invoice will be presented to the customers and so revenue is then recognized accordingly.

· Leases

The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term.

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

The Company recognized no impairment of ROU assets as of December 31, 2022 and June 30, 2022.

The operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities in the unaudited condensed consolidated balance sheets at December 31, 2022 and June 30, 2022.

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842.

· Income Taxes

The Company adopted the ASC Topic 740, Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and six months ended December 31, 2022 and 2021.

· Foreign Currencies Translation

The Company’s reporting currency is the United States dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. In addition, some of the Company’s subsidiaries operating in Malaysia maintain their books and records in the local currency, Malaysian Ringgit (“MYR”) which is their functional currency, being the primary currency of the economic environment in which their operations are conducted.  In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Shareholders’ equity is translated using the historical rates. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

Translation of MYR into U.S. dollars has been made at the following exchange rates for the following periods:-

	December 31, 2022		December 30, 2021
Period-end MYR:US$ exchange rate		0.22715		0.24004
Average period MYR:US$ exchange rate		0.22102		0.23931

· Comprehensive Income

ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying unaudited condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

· Net Loss per Share

The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

· Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and stock appreciation rights are based on estimated fair values. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.

The Company accounts for non-employee stock-based awards at fair value in accordance with the measurement and recognition criteria of ASC Topic 505-50, “Equity-Based Payments to Non-Employees”.

· Mineral Acquisition and Exploration Costs

Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

· Environmental Expenditures

The operations of the Company have been,and may in the future be affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

· Related Parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

· Commitments and Contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

· Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, accrued liabilities and other payables, loans payable, and amounts due to related parties approximate their fair values because of the short maturity of these instruments.

· Recent Accounting Pronouncements

During the period ended December 31, 2022, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements.

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GOING CONCERN UNCERTAINTIES

6 Months Ended

Dec. 31, 2022

GOING CONCERN UNCERTAINTIES

GOING CONCERN UNCERTAINTIES

NOTE 3 - GOING CONCERN UNCERTAINTIES

The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has generated recurring losses and suffered from an accumulated deficit of $9,810,142 at December 31, 2022. The continuation of the Company as a going concern in the next twelve months is dependent upon the Company pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings, and related party loans.

No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

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BUSINESS SEGMENT INFORMATION

6 Months Ended

Dec. 31, 2022

BUSINESS SEGMENT INFORMATION

BUSINESS SEGMENT INFORMATION

NOTE 4 – BUSINESS SEGMENT INFORMATION

Currently, the Company has five reportable business segments:

(i)	Gold mineral mining;
(ii)	Distribution of THC-free cannabinoid (CBD) products;
(iii)	Production and distribution of renewable commodities;
(iv)	Holding of real property; and
(v)	Licensor of proprietary pyrolysis technology

In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments for the three and six months ended December 31, 2022 and 2021:

	Three Months ended December 31, 2022
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Licensor of proprietary pyrolysis technology			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	55,921		$	21,171		$	-		$	4,048		$	81,140
Cost of revenue		-			-			(31,202	)		-			-			(454	)		(31,656	)
Gross profit		-			-			24,719			21,171			-			3,594			49,484
Selling, general & administrative expenses		(60,396	)		(2,550	)		(503,630	)		(63,797	)		(653	)		(231,054	)		(862,080	)
Loss from operations		(60,396	)		(2,550	)		(478,911	)		(42,626	)		(653	)		(227,460	)		(812,596	)
Interest expenses		-			-			(4,803	)		-			-			(1,344,745	)		(1,349,548	)
Other income		281			-			636			-			-			961			1,878
Loss before income tax		(60,115	)		(2,550	)		(483,078	)		(42,626	)		(653	)		(1,571,244	)		(2,160,266	)
Income tax		-			-			-			-			-			-			-
Net loss	$	(60,115	)	$	(2,550	)	$	(483,078	)	$	(42,626	)	$	(653	)	$	(1,571,244	)	$	(2,160,266	)
Total assets at December 31, 2022	$	29,169		$	315,929		$	1,685,244		$	1,253,068		$	30,202,975		$	6,148,975		$	39,635,360

	Three Months ended December 31, 2021
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	-		$	-		$	-		$	-
Cost of revenue		-			-			-			-			-			-
Gross profit		-			-			-			-			-			-
Selling, general & administrative expenses		(66,093	)		(1,755	)		(17,640	)		(92,254	)		(181,363	)		(359,105	)
Loss from operations		(66,093	)		(1,755	)		(17,640	)		(92,254	)		(181,363	)		(359,105	)
Interest expenses		-			-			-			-			(484,168	)		(484,168	)
Other income		25			-			-			-			-			25
Loss before income tax		(66,068	)		(1,755	)		(17,640	)		(92,254	)		(665,531	)		(843,248	)
Income tax		-			-			-			-			-			-
Net loss	$	(66,068	)	$	(1,755	)	$	(17,640	)	$	(92,254	)	$	(665,531	)	$	(843,248	)
Total assets as December 31, 2021	$	66,732		$	150,975		$	-		$	465,267			32,882,177		$	33,565,151

	Six Months ended December 31, 2022
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Licensor of proprietary pyrolysis technology			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	79,265		$	23,221		$	-		$	4,966		$	107,452
Cost of revenue		-			-			(78,629	)		-			-			(966	)		(79,595	)
Gross profit		-			-			636			23,221			-			4,000			27,857
Selling, general & administrative expenses		(107,456	)		(2,575	)		(1,002,409	)		(87,250	)		(653	)		(472,179	)		(1,672,522	)
Loss from operations		(107,456	)		(2,575	)		(1,001,773	)		(64,029	)		(653	)		(468,179	)		(1,644,665	)
Interest expenses		-			-			(8,688	)		-			-			(1,870,972	)		(1,879,660	)
Other income		6,056			-			636			-			-			961			7,653
Loss before income tax		(101,400	)		(2,575	)		(1,009,825	)		(64,029	)		(653	)		(2,388,190	)		(3,516,672	)
Income tax		-			-			-			-			-			-			-
Net loss	$	(101,400	)	$	(2,575	)	$	(1,009,825	)	$	(64,029	)	$	(653	)	$	(2,388,190	)	$	(3,516,672	)
Total assets at December 31, 2022	$	29,169		$	315,929		$	1,685,244		$	1,253,068		$	30,202,975		$	6,148,975		$	39,635,360

	Six Months ended December 31, 2021
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	-		$	-		$	-		$	-
Cost of revenue		-			-						-			-			-
Gross profit		-			-			-			-			-			-
Selling, general & administrative expenses		(107,376	)		(1,755	)		(17,640	)		(102,742	)		(493,588	)		(723,101	)
Loss from operations		(107,376	)		(1,755	)		(17,640	)		(102,742	)		(493,588	)		(723,101	)
Interest expenses		-			-			-			-			(954,934	)		(954,934	)
Other income		12,115			-			-			-			-			12,115
Loss before income tax		(95,261	)		(1,755	)		(17,640	)		(102,742	)		(1,448,522	)		(1,665,920	)
Income tax		-			-			-			-			-			-
Net loss	$	(95,261	)	$	(1,755	)	$	(17,640	)	$	(102,742	)	$	(1,448,522	)	$	(1,665,920	)
Total assets as December 31, 2021	$	66,732		$	150,975		$	-		$	465,267			32,882,177		$	33,565,151

The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables: 

	Three Months ended December 31,				Six Months ended December 31,
	2022		2021		2022		2021
Malaysia	$	10,621	$	-	$	22,233	$	-
United States		70,519		-		85,219		-
	$	81,140	$	-	$	107,452	$	-

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OTHER RECEIVABLE AND DEPOSITS

6 Months Ended

Dec. 31, 2022

OTHER RECEIVABLE AND DEPOSITS

OTHER RECEIVABLE AND DEPOSITS

NOTE 5 – OTHER RECEIVABLE AND DEPOSITS

Other receivable, deposits and prepayments as of December 31, 2022 and June 30, 2022 consisted of the following:

	December 31, 2022		June 30, 2022
Deposits	$	201,466	$	118,516
Other receivables		8,946		-
	$	210,414	$	118,516

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INTANGIBLE ASSET

6 Months Ended

Dec. 31, 2022

INTANGIBLE ASSET

INTANGIBLE ASSET

NOTE 6 –INTANGIBLE ASSET

On May 13, 2021, the Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party,  and other unrelated third party individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest. On January 20, 2022, the Company had reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note, with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. The conversion of the promissory notes were completed on December 9, 2022 with the issuance of 333,142,389 of the Company’s restricted Common Stock. The acquisition of BRL was consummated on October 12, 2022.

Bio Resources Limited (“BRL”) is the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like palm biomass wastes is used as feedstock. Upon fulfilling UN’s (United Nations) ACM 22 protocol as well as LCA (Life Cycle Assessment) requirements, it is anticipate that the by-products from this IP with fair value of $30,192,771 would lead to certification and issuance of Carbon Avoidance Credits as well as Carbon Removal Credits to generate carbon revenue for the Company.

During this quarter, the Company has not operated the use of its intellectual property rights to generate its revenue. Therefore, no amortization was provided.

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PROPERTY AND EQUIPMENT

6 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

A summary of property and equipment at December 31, 2022 and June 30, 2022 is as follows:

	December 31, 2022			June 30, 2022
Land and building	$	2,151,709		$	1,642,102
Plant and machinery		491,536			134,198
Office equipment		24,097			23,353
Project equipment		616,169			615,420
Computer		15,943			14,846
Motor vehicle		741,735			225,861
Furniture & fittings		10,320			2,527
		4,051,509			2,658,307
Less: accumulated depreciation		(1,685,812	)		(1,609,414	)
	$	2,365,697		$	1,048,893

Depreciation expense for the three months ended December 31, 2022 and 2021 totalled $51,955 and $4,134, respectively.

Depreciation expense for the six months ended December 31, 2022 and 2021 totalled $79,907 and $5,220, respectively.

Land and building with the net carrying value of $735,063 at December 31, 2022 and $746,145 at June 30, 2022 were pledged to a financial institution for facilities granted.

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DEPOSITS PAID

6 Months Ended

Dec. 31, 2022

DEPOSITS PAID

DEPOSITS PAID

NOTE 8 – DEPOSITS PAID

At December 31, 2022 and June 30, 2022, deposits consist of the following:

	December 31, 2022		June 30, 2022
Deposits paid for acquisition of subsidiaries
- Bio Resources Limited (#1)	$	-	$	25,935,550
Deposits paid for acquisition of property, plant and equipment (#2)		5,000,000		5,000,000
Security deposit
- Factory site (#3)		80,000		80,000
- Land and building (#4)	$	-	$	240,000
	$	80,000	$	320,000

(#1) The Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party individuals, in consideration of issuance of  321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 was convertible into common shares within 60 days from October 12, 2022, and bearing zero coupon interest. The promissory note was priced at $16,290,550 considering the market interest rate then.  This transaction was subsequently closed on October 12, 2022.

(#2) On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration of issuance of 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000. 135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia. The consideration shall be refundable if the transaction fails to complete.

(#3) On March 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement and Option to Purchase (“Lease Agreement”)  the factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000 ($8,571). The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) which shall be paid in advance upon commencement of the Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($80,000) (the “Security Payment”).

(#4) On February 10, 2022, the Company, through VEL, a limited liability company incorporated in the State of Missouri, which is an indirect wholly-owned subsidiary of the Company via Verde Renewables, Inc., entered into a Commercial Lease Agreement and Option to Purchase (the “Lease Agreement”) a 24-acre property in La Belle from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) in order to kickstart carbon farming with biochar in Missouri. Under the Lease Agreement, the term of the lease will be for a period of two (2) years and the Company will have the right to renew the lease with a total of three renewal periods with each term being two years. The monthly base rent is $10,000 for the term, was payable on the commencement of the Lease Agreement, together with a security deposit of $240,000. The Lease Agreement also grants the Company the exclusive right and option to purchase the premises together with all the right title and interest from the Landlord for a consideration of $490,000 at any time during the two-year term of the lease. If the Company exercises the option to purchase the premises from the Landlord, the upfront lease payment and security deposit may be utilized as part payment of the purchase consideration.  The option to purchase was exercised on September 27, 2022.

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MINING RIGHT

6 Months Ended

Dec. 31, 2022

MINING RIGHT

MINING RIGHT

NOTE 9 - MINING RIGHT

A lump sum payment of RM260,500 ($62,260) was made for a mining right over a period of 2 years up to June 13, 2023. The mining right is amortized on a straight-line basis over the term of the right.

The table below presents the movement of the right as recorded on the balance sheets.

	Six months ended December 31, 2022			Year Ended June 30, 2022
Balance as at July 1, 2022 and July 1, 2021	$	27,088		$	60,131
Amortization charge for the period		(14,394	)		(30,779	)
Foreign exchange adjustment		(366	)		(2,264	)
Balance as of December 31, 2022 and June 30, 2022	$	12,328		$	27,088

Amortization charge of mining right was $7,188 and $7,809 for the three months ended December 31, 2022 and 2021, respectively.

Amortization charge of mining right was $14,394 and $15,585 for the six months ended December 31, 2022 and 2021, respectively.

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AMOUNTS DUE TO RELATED PARTIES

6 Months Ended

Dec. 31, 2022

AMOUNTS DUE TO RELATED PARTIES

AMOUNTS DUE TO RELATED PARTIES

NOTE 10 – AMOUNTS DUE TO RELATED PARTIES

The following breakdown of the balances due to related parties, consisted of:-

	December 31, 2022		June 30, 2022
Borneo Oil and Gas Corporation Sdn Bhd (“BOG”)	$	718,168	$	555,527
Borneo Energy Sdn Bhd		15,696		-
Taipan International Limited		119,153		-
Mr. Jack Wong		40,028
		893,045		555,527

Borneo Oil Berhad (“BOB”) (holding 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively) is the holding company of BOG and Borneo Energy Sdn Bhd. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

Taipan International Limited is one of the shareholders of the Company, and held 33.5% of the Company’s issued and outstanding common stock as of December 31, 2022. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

Mr. Jack Wong is the President and Chief Executive of the Company effective October 1, 2022.

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PROMISSORY NOTES

6 Months Ended

Dec. 31, 2022

PROMISSORY NOTES

PROMISSORY NOTES

NOTE 11 – PROMISSORY NOTES

On May 13, 2021, the Company announced the Share Sale Agreement dated May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party,  and other unrelated third party individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 was repayable by May 12, 2023, and bearing zero coupon interest. On January 20, 2022, the Company had reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. With the consummation of the acquisition of BRL on October 12, 2022, on December 9, 2022 the conversion of Promissory Notes was completed pursuant to a Supplementary Agreement dated December 7, 2022, with the issuance of  333,142,389 shares of the Company’s restricted Common Stock, at the price of $0.0611 per share, to the 17 Lenders, including the Company’s President and CEO, Jack Wong.

The fair value of the outstanding promissory notes as of June 30, 2022 was calculated with the following assumptions:

Risk free rate	0.268	%
Credit spread	6.513	%
Liquidity risk premium	5.000	%

The following is a reconciliation of the beginning and ending balances of promissory notes payable using Level 3 inputs:

	December 31,			June 30,
	2022			2022
Balance at the beginning of period or year	$	18,484,028		$	16,535,942
Interest expense		1,870,972			1,948,086
Converted to Company’s restricted common Stock		(20,355,000	)		-
Balance at the end of period or year	$	-		$	18,484,028

The Company recorded $1,344,745 and $484,168 interest expense for the three months ended December 31, 2022 and 2021, respectively.

The Company recorded $1,879,660 and $954,934 interest expense for the six months ended December 31, 2022 and 2021, respectively.

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LEASES

6 Months Ended

Dec. 31, 2022

LEASES

LEASES

NOTE 12 - LEASES

The Company adopted ASU No. 2016-02, Leases and determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

Operating leases are included in the right-of-use lease assets, and current and non-current lease liabilities on the Unaudited Condensed Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.

The Company adopts a 5% as weighted average incremental borrowing rate to determine the present value of the lease payments. The weighted average remaining life of the lease was 3 years.

The table below presents the lease-related assets and liabilities recorded on the balance sheet.

	December 31, 2022		June 30, 2022
Assets
Right-of-use asset (#1)	$	634,286	$	685,714
Right-of-use asset (#2)		59,310		-
		693,596		685,714
Liabilities
Current:
Operating lease liabilities	$	18,975	$	-
Finance lease liabilities	$	169,496	$	75,224
Non-current:
Operating lease liabilities	$	40,335	$	-
Finance lease liabilities		686,883		97,900
Total lease liabilities	$	915,689	$	173,124

As of December 31, 2022, right-of-use assets were $693,596 and lease liabilities were $915,689.

As of June 30, 2022, right-of-use assets were $685,714 and lease liabilities were $173,124.

For the three months ended December 31, 2022 and 2021, the amortization charge on right-of use assets was $25,714 and $0, respectively.

For the six months ended December 31, 2022 and 2021, the amortization charge on right-of-use was $57,028 and $0, respectively.

(#1) This leasing arrangement for the lease of the Segama factory amounting to $720,000 is for a lease term of seven (7) years and includes an exclusive right and option to purchase the factory site, together with all its right title and interest, for a consideration to be mutually agreed between the parties at any time during the period of two years from the date of the Lease Agreement. The Lease Payment and Security Payment shall be applied toward the Purchase Price upon VRAP exercising the option to purchase. The Company’s lease agreements do not contain any material restrictive covenants.

There are no corresponding lease liabilities recorded as the lease payments for the entire lease period has been paid upfront upon inception of the agreement.

(#2)This leasing arrangement for the lease of the executive vehicle amounting to $84,718 is for a lease term of three (3) years and includes option to purchase the said vehicle at an agreed consideration as stated in the Lease Agreement. The purchase option fee shall be applied toward the Purchase Price upon VRI exercising the option to purchase. The Company’s lease agreements do not contain any material restrictive covenants.

The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense for the periods.

	Six Months ended December 31,
	2022		2021
Finance lease cost:
Interest on lease liabilities (per ASC 842)	$	8,688	$	-
Operating lease cost:
Operating lease expense (per ASC 842)		65,867		10,818
Total lease expense	$	74,555	$	10,818

Components of Lease Expense

The Company recognizes operating lease expense on a straight-line basis over the term of the operating leases, comprising interest expense determined using the effective interest method, and amortization of the right-of-use asset, as reported within “general and administrative” expense on the accompanying unaudited condensed consolidated statement of operations.

Finance lease expense comprise of interest expenses determined using the effective interest method.

Future Contractual Lease Payments as of December 31, 2022

The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next five years and thereafter ending December 31:

Years ending December 31,	Operating and finance lease amount
2023	$	188,471
2024		146,789
2025		150,206
2026		141,282
2027		124,164
Thereafter		164,777
Total minimum finance lease liabilities installment payment	$	915,689
Representing:-
Current liabilities	$	188,471
Non-current liabilities		727,218
	$	915,689

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STOCKHOLDERS EQUITY

6 Months Ended

Dec. 31, 2022

STOCKHOLDERS EQUITY

STOCKHOLDERS' EQUITY

NOTE 13 - STOCKHOLDERS’ EQUITY

Authorized Stock

The Company has authorized 10,000,000,000 common shares and 50,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Preferred stock outstanding

There are no preferred shares outstanding as of December 31, 2022 and June 30, 2022.

The Company has no stock option plan, warrants, or other dilutive securities.

Common stock outstanding

On July 15, 2022, the Company issued a total of 1,500,000 restricted common shares at US$0.155 per share to two consultants pursuant to two consultant agreements; 1,000,000 restricted common shares were issued to Gary F. Zimmer and 500,000 restricted common shares were issued to Lisa Leilani Zimmer Durand, to serve as consultants to the Company. An aggregate of $232,500 was recognized as stock-based compensation under general and administrative expenses during the period ended September 30,2022.

During period ended September 30, 2022, 15,328,029 restricted common shares were committed to be issued pursuant to private placement and were subsequently issued on November 7, 2022, comprising of 291,667 restricted common shares for US$21,000 at US$0.072 per share to one non-US shareholder, 15,036,362 restricted common shares for US$1,323,200 at US$0.088 per share to five non-US shareholders .

On November 7, 2022, the Company issued 603,181 restricted common shares for US$53,080 at US$0.088 per share to three US shareholders.

On October 26, 2022, the Company entered into a corporate consulting services agreement (the “Consulting Agreement”) for investor communication and public relations services with Dutchess Group LLC (“DGL”). On December 9, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of 1,500,000 restricted common shares at US$0.12 per share to DGL.

On November 30, 2022, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.(“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with YM Tengku Chanela Jamidah YAM Tengku Ibrahim to engage her as its Director of Strategic Initiatives to promote and make introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Agreement. Under the Agreement, the Company will pay YM Tengku Chanela Jamidah YAM Tengku Ibrahim by the issuance of 1,000,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 500,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-four (24) months commencing on November 30, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Services Agreement, the Company issued a total of 500,000 restricted common shares at US$0.20 per share to YM Tengku Chanela Jamidah YAM Tengku Ibrahim.

On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with Steven Sorhus to engage him as its Financial Controller to prepare monthly financial reports and financial projections, and oversee daily accounting practices of the Company and its subsidiaries as designated in the Agreement. Under the Agreement, the Company will pay Steven Sorhus by the issuance of 800,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 300,000 shares on or before December 31, 2022 and 500,000 shares on or before December 31, 2023. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Agreement, the Company issued a total of 500,000 restricted common shares at US$0.20 per share to Steven Sorhus.

On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with EMGTA LLC (“EMGTA”). Under the Agreement, EMGTA will provide services to develop business plan and marketing strategy to facilitate business growth, and identify new customers and markets for the Company. The Company will pay EMGTA by the issuance of 750,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 375,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Agreement, the Company issued a total of 375,000 restricted common shares at US$0.20 per share to EMGTA.

On December 15, 2022, the Company entered into a Services Agreement (the “Agreement”) with Looi Pei See to engage her as its consultant to develop the retail markets for the Company’s products and services in Malaysia and Singapore. On December 31, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of 1,140,000 restricted common shares at US$0.20 per share to Looi Pei See. The term of the Agreement will be for a fixed period of thirty-six (36) months.

There were 1,173,576,654 and 819,188,055 shares of common stock issued and outstanding at December 31, 2022 and June 30, 2022, respectively.

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INCOME TAX

6 Months Ended

Dec. 31, 2022

INCOME TAX

INCOME TAX

NOTE 14 - INCOME TAX

For the six months ended December 31, 2022 and 2021, the local (“United States of America”) and foreign components incurred loss before income taxes as follows:

	Six Months ended December 31,
	2022			2021
Tax jurisdiction from:
- Local (US regime)	$	(3,023,344	)	$	(1,553,019	)
- Foreign, including
British Virgin Island		(141,258	)		-
Malaysia		(351,417	)		(112,901	)
Labuan, Malaysia		(653	)		-
Loss before income taxes	$	(3,516,672	)	$	(1,665,920	)

The provision for income taxes consisted of the following:

	Six Months ended December 31,
	2022		2021
Current tax:
- Local	$	-	$	-
- Foreign		-		-
Deferred tax
- Local		-		-
- Foreign		-		-
Income tax expense (benefit)	$	-	$	-

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company mainly operates in U.S.A. and Malaysia and are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

VRDR, VRI and VLI are subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented.

The Company has provided for a full valuation allowance against the deferred tax assets of $895,584 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $4,264,686 as the management believes it is more likely than not that these assets will not be realized in the future.

Net Operating Losses (NOLs) generated prior to January 1, 2018 are able to be carried forward up to twenty subsequent years. Any NOLs created for tax years subsequent to that may be carried forward indefinitely.  However, any NOLs arising from tax years ending after December 31, 2020, can only be used to offset up to 80% of taxable income.

For the six months ended December 31, 2022 and 2021, there were no operating income under US tax regime.

BVI

Under the current BVI law, VRAP is not subject to tax on income.

Labuan

Under the current laws of the Labuan applicable to BRL, income derived from an intellectual property right is subject to tax under the Malaysian Income Tax Act 1967 (ITA) at 24% of its chargeable income. However, BRL is not subject to income tax, given that it was a net loss position during the current period presented.  The losses are presently not able to be carried forward to offset against its future operation income as income generating activities have not yet been undertaken.

Malaysia

VRSB, Champmark and Wision are registered in Malaysia and are subject to the Malaysian corporate income tax at a standard income tax rate of 24% on chargeable income.

For the six months ended December 31, 2022, the operation in Malaysia incurred $5,579,869 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss are allowed to be carried forward up to a maximum of ten (10) years of assessments under the current tax legislation in Malaysia.  The Company has provided for a full valuation allowance against the deferred tax assets of $1,339,169 on the expected future tax benefits from the net operating loss (“NOL”) carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

	Six Months ended December 31,
	2022			2021
Loss before income taxes	$	(351,417	)	$	(112,901	)
Statutory income tax rate		24	%		24	%
Income tax expense at statutory rate		(84,340	)		(27,096	)
Non-deductible items		6,178			3,781
Operating losses unable to carried forward		157
Net operating loss		78,005			23,315
Income tax expense	$	-		$	-

The following table sets forth the significant components of the deferred tax assets of the Company:

	December 31, 2022			June 30, 2022
Deferred tax assets:
Net operating loss carryforwards, from
US tax regime	$	895,584		$	169,688
Malaysia tax regime		1,339,169			1,259,662
Less: valuation allowance		(2,234,753	)		(1,429,350	)
Deferred tax assets, net	$	-		$	-

The Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that exists regarding future realizability. If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the majority of the valuation allowances will be reversed in the unaudited condensed consolidated statement of operations. The Company did not have any interest and penalty provided or recognized in the income statements for the six months ended December 31, 2022 and 2021. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 15 - RELATED PARTY TRANSACTIONS

	Six Months ended
	December 31,
	2022		2021
Related party transactions:
Sales to:
Borneo Eco Food Sdn Bhd (#2)	$	12,181	$	-
Rental income:
Mr. Jack Wong (#5)	$	19,121	$	-
Other income – Sales of wash sand to:
Jusra Mining Merapoh Sdn Bhd (#1)	$	-	$	12,115
Site expenses:
Warisan Khidmat Sdn Bhd (#3)	$	7,963	$	-
Professional services provided by:
Warisan Khidmat Sdn Bhd (#3)	$	9,283	$	-

Related party balances:
	As of
	December 31, 2022		June 30, 2022
Trade receivables
Borneo Eco Food Sdn Bhd (#2)	$	7,824	$	5,933
Deposits paid for acquisition of property, plant and equipment
Borneo Energy Sdn Bhd (#2)	$	-	$	5,000,000
Trade Payables
Warisan Khidmat Sdn Bhd (#3)	$	1,590	$	7,253
Advanced from related parties
Advanced from BOG (#4)	$	718,168	$	555,527
Advanced from Borneo Energy Sdn Bhd (#2)	$	15,696	$	-
Taipan International Limited (#6)	$	119,153	$	-
Mr. Jack Wong (#5)	$	40,028	$	-
Advanced to related party
Vetrolysis Limited (#7)	$	100	$	-
Advanced from Director
Mr. Carl M. Craven	$	22,737	$	-

(#1) Lamax Gold Limited (“LGL”) held 15% equity interests of Champmark Sdn Bhd which was disposed on October 20, 2021 to Verde Resources Asia Pacific Limited (formerly known as Gold Billion Global Limited) and is also the major shareholder of Jusra Mining Merapoh Sdn Bhd.

(#2) Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Eco Food Sdn. Bhd. and Borneo Energy Sdn Bhd, and held 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively.

(#3) Warisan Khidmat Sdn. Bhd. is a company whose shareholdings is entirely held by Director of VRSB

(#4) Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively). The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

(#5) Mr. Jack Wong is the President and Chief Executive of the Company effective October 1, 2022.

(#6) Taipan International Limited is one of the shareholders of the Company, and held 33.5% of the Company’s issued and outstanding common stock as of December 31, 2022.

(#7) Encik Anuar bin Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited.

Apart from the transactions and balances detailed above and elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

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CONCENTRATIONS OF RISK

6 Months Ended

Dec. 31, 2022

CONCENTRATIONS OF RISK

CONCENTRATIONS OF RISK

NOTE 16 - CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three and six months ended December 31, 2022 and 2021, there was no single customer whose revenue exceeded 10% of the revenue.

(b) Economic and political risk

The Company’s major operations are conducted in U.S.A. and Malaysia. Accordingly, the political, economic, and legal environments in U.S.A. and Malaysia, as well as the general state of U.S.A. and Malaysia’s economy may influence the Company’s business, financial condition, and results of operations.

(c) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Dec. 31, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 17 - COMMITMENTS AND CONTINGENCIES

As of December 31, 2022, the Company has commitment to issue restricted common shares to the following service providers on or before December 31, 2023 for services to be performed pursuant to the Service Agreements signed as disclosed in Note 13 on or before December 31, 2023:

	Number of shares to be issued
EMGTA LLC		375,000
YM Tengku Chanela Jamidah YAM Tengku Ibrahim		500,000
Steven Sorhus		500,000
		1,375,000

As of December 31, 2022, the Company has no material contingencies.

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SUBSEQUENT EVENTS

6 Months Ended

Dec. 31, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 17 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2022, up through the date the Company issued the audited unaudited condensed consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the condensed consolidated balance sheet as of June 30, 2022 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended December 31, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2023 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on November 4, 2022.

Use of Estimates and Assumptions

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

Basis of Consolidation

The unaudited condensed consolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date.

Segment Reporting

Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. Currently, the Company operates in four reportable operating segments.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Risks and Uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $363,560 and $418,917 in cash and cash equivalents at December 31, 2022 and June 30, 2022.

At December 31, 2022 and June 30, 2022, cash and cash equivalents consisted of bank deposits and petty cash on hands.

Accounts Receivable

Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. At December 31, 2022 and June 30, 2022, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge. As of December 31, 2022 and June 30, 2022, the longest credit term for certain customers are 60 days.

Inventories

Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.

As of December 31, 2022 and June 30, 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

Property and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

	Expected useful life
Land and buildings	3-27.5 years
Plant and machinery	5-7 years
Office equipment	3 years
Project equipment	5 years
Computer	5 years
Motor vehicle	5 years
Furniture & fittings	5 years

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and other comprehensive income in other income or expenses.

Intangible assets

Intangible assets acquired from third parties are measured initially at fair value, with finite lives of 10 years, which are reviewed for indicators of impairment at least annually. These intangible assets are to be amortized over these estimated useful lives on a straight-line basis, upon the success of its commercial operation.

Impairment of Long-lived Assets

In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment and intangible assets owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

Revenue Recognition

ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Product sales

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.

Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.

Gold mining

Revenue from the sales of gold mineral or other minerals to registered gold trading companies or other customers in Malaysia is recognized as revenue in accordance with the following core principles: at the time of gold or minerals sales, the contract with customers and the performance obligations are identified. The transaction and selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia or at an agreed price. Sales invoice will be prepared to reflect the proper transaction price based on the performance obligation allocation. After delivery is completed and the performance obligation is satisfied, sales invoice will be presented to the customers and so revenue is then recognized accordingly.

Leases

The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term.

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

The Company recognized no impairment of ROU assets as of December 31, 2022 and June 30, 2022.

The operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities in the unaudited condensed consolidated balance sheets at December 31, 2022 and June 30, 2022.

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842.

Income Taxes

The Company adopted the ASC Topic 740, Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and six months ended December 31, 2022 and 2021.

Foreign Currency Translation

The Company’s reporting currency is the United States dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. In addition, some of the Company’s subsidiaries operating in Malaysia maintain their books and records in the local currency, Malaysian Ringgit (“MYR”) which is their functional currency, being the primary currency of the economic environment in which their operations are conducted.  In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Shareholders’ equity is translated using the historical rates. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

Translation of MYR into U.S. dollars has been made at the following exchange rates for the following periods:-

	December 31, 2022		December 30, 2021
Period-end MYR:US$ exchange rate		0.22715		0.24004
Average period MYR:US$ exchange rate		0.22102		0.23931

Comprehensive Income

ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying unaudited condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Net Loss per Share

The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and stock appreciation rights are based on estimated fair values. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.

The Company accounts for non-employee stock-based awards at fair value in accordance with the measurement and recognition criteria of ASC Topic 505-50, “Equity-Based Payments to Non-Employees”.

Mineral Acquisition and Exploration Costs

Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Environmental Expenditures

The operations of the Company have been,and may in the future be affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Related Parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, accrued liabilities and other payables, loans payable, and amounts due to related parties approximate their fair values because of the short maturity of these instruments.

Recent Accounting Pronouncements

During the period ended December 31, 2022, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements.

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ORGANIZATION AND BUSINESS BACKGROUND (Tables)

6 Months Ended

Dec. 31, 2022

ORGANIZATION AND BUSINESS BACKGROUND

renewable commodities and real property holding

Company name	Place of incorporation	Principal activities and place of operation	Effective interest held
Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited)	British Virgin Islands	Investment holding	100%
Verde Resources (Malaysia) Sdn Bhd (“VRSB”)	Malaysia	Provision of consultation service and distribution of renewable agricultural commodities	100%
Verde Renewables, Inc. (“VRI”)	State of Missouri, U.S.A.	Management of a processing and packaging facility	100%
Verde Life Inc. (“VLI”)	State of Oregon, U.S.A.	Distribution of THC-free cannabinoid (CBD) products	100%
Champmark Sdn Bhd (“Champmark”)	Malaysia	Mining of minerals	100%
The Wision Project Sdn Bhd (“Wision”)	Malaysia	Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services	100%
Verde Estates LLC (“VEL”)	State of Missouri, U.S.A.	Holding real property	100%
Bio Resources Limited (“BRL”)	Labuan, Malaysia	Provision of proprietary pyrolysis technology and investment holding	100%*

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Property and equipment

	Expected useful life
Land and buildings	3-27.5 years
Plant and machinery	5-7 years
Office equipment	3 years
Project equipment	5 years
Computer	5 years
Motor vehicle	5 years
Furniture & fittings	5 years

Schedule of foreign currencies translation

	December 31, 2022		December 30, 2021
Period-end MYR:US$ exchange rate		0.22715		0.24004
Average period MYR:US$ exchange rate		0.22102		0.23931

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BUSINESS SEGMENT INFORMATION (Tables)

6 Months Ended

Dec. 31, 2022

BUSINESS SEGMENT INFORMATION

Schedule of reconciliation of the disaggregated revenue

	Three Months ended December 31, 2022
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Licensor of proprietary pyrolysis technology			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	55,921		$	21,171		$	-		$	4,048		$	81,140
Cost of revenue		-			-			(31,202	)		-			-			(454	)		(31,656	)
Gross profit		-			-			24,719			21,171			-			3,594			49,484
Selling, general & administrative expenses		(60,396	)		(2,550	)		(503,630	)		(63,797	)		(653	)		(231,054	)		(862,080	)
Loss from operations		(60,396	)		(2,550	)		(478,911	)		(42,626	)		(653	)		(227,460	)		(812,596	)
Interest expenses		-			-			(4,803	)		-			-			(1,344,745	)		(1,349,548	)
Other income		281			-			636			-			-			961			1,878
Loss before income tax		(60,115	)		(2,550	)		(483,078	)		(42,626	)		(653	)		(1,571,244	)		(2,160,266	)
Income tax		-			-			-			-			-			-			-
Net loss	$	(60,115	)	$	(2,550	)	$	(483,078	)	$	(42,626	)	$	(653	)	$	(1,571,244	)	$	(2,160,266	)
Total assets at December 31, 2022	$	29,169		$	315,929		$	1,685,244		$	1,253,068		$	30,202,975		$	6,148,975		$	39,635,360

	Three Months ended December 31, 2021
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	-		$	-		$	-		$	-
Cost of revenue		-			-			-			-			-			-
Gross profit		-			-			-			-			-			-
Selling, general & administrative expenses		(66,093	)		(1,755	)		(17,640	)		(92,254	)		(181,363	)		(359,105	)
Loss from operations		(66,093	)		(1,755	)		(17,640	)		(92,254	)		(181,363	)		(359,105	)
Interest expenses		-			-			-			-			(484,168	)		(484,168	)
Other income		25			-			-			-			-			25
Loss before income tax		(66,068	)		(1,755	)		(17,640	)		(92,254	)		(665,531	)		(843,248	)
Income tax		-			-			-			-			-			-
Net loss	$	(66,068	)	$	(1,755	)	$	(17,640	)	$	(92,254	)	$	(665,531	)	$	(843,248	)
Total assets as December 31, 2021	$	66,732		$	150,975		$	-		$	465,267			32,882,177		$	33,565,151

	Six Months ended December 31, 2022
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Licensor of proprietary pyrolysis technology			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	79,265		$	23,221		$	-		$	4,966		$	107,452
Cost of revenue		-			-			(78,629	)		-			-			(966	)		(79,595	)
Gross profit		-			-			636			23,221			-			4,000			27,857
Selling, general & administrative expenses		(107,456	)		(2,575	)		(1,002,409	)		(87,250	)		(653	)		(472,179	)		(1,672,522	)
Loss from operations		(107,456	)		(2,575	)		(1,001,773	)		(64,029	)		(653	)		(468,179	)		(1,644,665	)
Interest expenses		-			-			(8,688	)		-			-			(1,870,972	)		(1,879,660	)
Other income		6,056			-			636			-			-			961			7,653
Loss before income tax		(101,400	)		(2,575	)		(1,009,825	)		(64,029	)		(653	)		(2,388,190	)		(3,516,672	)
Income tax		-			-			-			-			-			-			-
Net loss	$	(101,400	)	$	(2,575	)	$	(1,009,825	)	$	(64,029	)	$	(653	)	$	(2,388,190	)	$	(3,516,672	)
Total assets at December 31, 2022	$	29,169		$	315,929		$	1,685,244		$	1,253,068		$	30,202,975		$	6,148,975		$	39,635,360

	Six Months ended December 31, 2021
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	-		$	-		$	-		$	-
Cost of revenue		-			-						-			-			-
Gross profit		-			-			-			-			-			-
Selling, general & administrative expenses		(107,376	)		(1,755	)		(17,640	)		(102,742	)		(493,588	)		(723,101	)
Loss from operations		(107,376	)		(1,755	)		(17,640	)		(102,742	)		(493,588	)		(723,101	)
Interest expenses		-			-			-			-			(954,934	)		(954,934	)
Other income		12,115			-			-			-			-			12,115
Loss before income tax		(95,261	)		(1,755	)		(17,640	)		(102,742	)		(1,448,522	)		(1,665,920	)
Income tax		-			-			-			-			-			-
Net loss	$	(95,261	)	$	(1,755	)	$	(17,640	)	$	(102,742	)	$	(1,448,522	)	$	(1,665,920	)
Total assets as December 31, 2021	$	66,732		$	150,975		$	-		$	465,267			32,882,177		$	33,565,151

Schedule of financial information, geographic segment

	Three Months ended December 31,				Six Months ended December 31,
	2022		2021		2022		2021
Malaysia	$	10,621	$	-	$	22,233	$	-
United States		70,519		-		85,219		-
	$	81,140	$	-	$	107,452	$	-

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OTHER RECEIVABLE AND DEPOSITS (Tables)

6 Months Ended

Dec. 31, 2022

OTHER RECEIVABLE AND DEPOSITS

SCHEDULE OF OTHER RECEIVABLE AND DEPOSITS

	December 31, 2022		June 30, 2022
Deposits	$	201,466	$	118,516
Other receivables		8,946		-
	$	210,414	$	118,516

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PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT

Schedule of property and equipment

	December 31, 2022			June 30, 2022
Land and building	$	2,151,709		$	1,642,102
Plant and machinery		491,536			134,198
Office equipment		24,097			23,353
Project equipment		616,169			615,420
Computer		15,943			14,846
Motor vehicle		741,735			225,861
Furniture & fittings		10,320			2,527
		4,051,509			2,658,307
Less: accumulated depreciation		(1,685,812	)		(1,609,414	)
	$	2,365,697		$	1,048,893

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Deposits Paid (Tables)

6 Months Ended

Dec. 31, 2022

DEPOSITS PAID

Schedule of deposit paid

	December 31, 2022		June 30, 2022
Deposits paid for acquisition of subsidiaries
- Bio Resources Limited (#1)	$	-	$	25,935,550
Deposits paid for acquisition of property, plant and equipment (#2)		5,000,000		5,000,000
Security deposit
- Factory site (#3)		80,000		80,000
- Land and building (#4)	$	-	$	240,000
	$	80,000	$	320,000

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MINING RIGHT (Table)

6 Months Ended

Dec. 31, 2022

MINING RIGHT

Summary of operating lease related assets and liabilities recorded on the balance sheets

	Six months ended December 31, 2022			Year Ended June 30, 2022
Balance as at July 1, 2022 and July 1, 2021	$	27,088		$	60,131
Amortization charge for the period		(14,394	)		(30,779	)
Foreign exchange adjustment		(366	)		(2,264	)
Balance as of December 31, 2022 and June 30, 2022	$	12,328		$	27,088

XML

AMOUNTS DUE TO RELATED PARTIES (Tables)

6 Months Ended

Dec. 31, 2022

AMOUNTS DUE TO RELATED PARTIES

Schedule of breakdown of the balances due to related parties

	December 31, 2022		June 30, 2022
Borneo Oil and Gas Corporation Sdn Bhd (“BOG”)	$	718,168	$	555,527
Borneo Energy Sdn Bhd		15,696		-
Taipan International Limited		119,153		-
Mr. Jack Wong		40,028
		893,045		555,527

XML

PROMISSORY NOTES (Tables)

6 Months Ended

Dec. 31, 2022

PROMISSORY NOTES

Schedule of fair value of the outstanding promissory notes

Risk free rate	0.268	%
Credit spread	6.513	%
Liquidity risk premium	5.000	%

Schedule of beginning and ending balances of notes payable

	December 31,			June 30,
	2022			2022
Balance at the beginning of period or year	$	18,484,028		$	16,535,942
Interest expense		1,870,972			1,948,086
Converted to Company’s restricted common Stock		(20,355,000	)		-
Balance at the end of period or year	$	-		$	18,484,028

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LEASES (Tables)

6 Months Ended

Dec. 31, 2022

LEASES

Schedule of lease-related assets and liabilities

	December 31, 2022		June 30, 2022
Assets
Right-of-use asset (#1)	$	634,286	$	685,714
Right-of-use asset (#2)		59,310		-
		693,596		685,714
Liabilities
Current:
Operating lease liabilities	$	18,975	$	-
Finance lease liabilities	$	169,496	$	75,224
Non-current:
Operating lease liabilities	$	40,335	$	-
Finance lease liabilities		686,883		97,900
Total lease liabilities	$	915,689	$	173,124

Schedule of right-of-use assets

	Six Months ended December 31,
	2022		2021
Finance lease cost:
Interest on lease liabilities (per ASC 842)	$	8,688	$	-
Operating lease cost:
Operating lease expense (per ASC 842)		65,867		10,818
Total lease expense	$	74,555	$	10,818

Schedule of Future Contractual Lease Payments

Years ending December 31,	Operating and finance lease amount
2023	$	188,471
2024		146,789
2025		150,206
2026		141,282
2027		124,164
Thereafter		164,777
Total minimum finance lease liabilities installment payment	$	915,689
Representing:-
Current liabilities	$	188,471
Non-current liabilities		727,218
	$	915,689

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INCOME TAX (Tables)

6 Months Ended

Dec. 31, 2022

INCOME TAX

Schedule of income (loss) before income taxes

	Six Months ended December 31,
	2022			2021
Tax jurisdiction from:
- Local (US regime)	$	(3,023,344	)	$	(1,553,019	)
- Foreign, including
British Virgin Island		(141,258	)		-
Malaysia		(351,417	)		(112,901	)
Labuan, Malaysia		(653	)		-
Loss before income taxes	$	(3,516,672	)	$	(1,665,920	)

Schedule of provision for income taxes

	Six Months ended December 31,
	2022		2021
Current tax:
- Local	$	-	$	-
- Foreign		-		-
Deferred tax
- Local		-		-
- Foreign		-		-
Income tax expense (benefit)	$	-	$	-

Schedule of effective tax rate

	Six Months ended December 31,
	2022			2021
Loss before income taxes	$	(351,417	)	$	(112,901	)
Statutory income tax rate		24	%		24	%
Income tax expense at statutory rate		(84,340	)		(27,096	)
Non-deductible items		6,178			3,781
Operating losses unable to carried forward		157
Net operating loss		78,005			23,315
Income tax expense	$	-		$	-

Schedule of significant components of the deferred tax assets

	December 31, 2022			June 30, 2022
Deferred tax assets:
Net operating loss carryforwards, from
US tax regime	$	895,584		$	169,688
Malaysia tax regime		1,339,169			1,259,662
Less: valuation allowance		(2,234,753	)		(1,429,350	)
Deferred tax assets, net	$	-		$	-

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RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

Schedule of Related party transactions

	Six Months ended
	December 31,
	2022		2021
Related party transactions:
Sales to:
Borneo Eco Food Sdn Bhd (#2)	$	12,181	$	-
Rental income:
Mr. Jack Wong (#5)	$	19,121	$	-
Other income – Sales of wash sand to:
Jusra Mining Merapoh Sdn Bhd (#1)	$	-	$	12,115
Site expenses:
Warisan Khidmat Sdn Bhd (#3)	$	7,963	$	-
Professional services provided by:
Warisan Khidmat Sdn Bhd (#3)	$	9,283	$	-

Schedule of Related party balances

Related party balances:
	As of
	December 31, 2022		June 30, 2022
Trade receivables
Borneo Eco Food Sdn Bhd (#2)	$	7,824	$	5,933
Deposits paid for acquisition of property, plant and equipment
Borneo Energy Sdn Bhd (#2)	$	-	$	5,000,000
Trade Payables
Warisan Khidmat Sdn Bhd (#3)	$	1,590	$	7,253
Advanced from related parties
Advanced from BOG (#4)	$	718,168	$	555,527
Advanced from Borneo Energy Sdn Bhd (#2)	$	15,696	$	-
Taipan International Limited (#6)	$	119,153	$	-
Mr. Jack Wong (#5)	$	40,028	$	-
Advanced to related party
Vetrolysis Limited (#7)	$	100	$	-
Advanced from Director
Mr. Carl M. Craven	$	22,737	$	-

XML

COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Dec. 31, 2022

COMMITMENTS AND CONTINGENCIES

Schedule of commitment to issue restricted common shares

	Number of shares to be issued
EMGTA LLC		375,000
YM Tengku Chanela Jamidah YAM Tengku Ibrahim		500,000
Steven Sorhus		500,000
		1,375,000

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ORGANIZATION AND BUSINESS BACKGROUND (Details)	6 Months Ended
	Dec. 31, 2022
Verde Resources [Member]
Place of incorporation	Malaysia
Principal activities and place of operation	Provision of consultation service and distribution of renewable agricultural commodities
Effective interest held	100.00%
Verde Renewables, Inc. [Member]
Place of incorporation	State of Missouri, U.S.A.
Principal activities and place of operation	Management of a processing and packaging facility
Effective interest held	100.00%
Verde Life Inc. [Member]
Place of incorporation	State of Oregon, U.S.A.
Principal activities and place of operation	Distribution of THC-free cannabinoid (CBD) products
Effective interest held	100.00%
Champark Sdn Bhd [Member]
Place of incorporation	Malaysia
Principal activities and place of operation	Mining of minerals
Effective interest held	100.00%
The Wision Project Sdn Bhd [Member]
Place of incorporation	Malaysia
Principal activities and place of operation	Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services
Effective interest held	100.00%
Verde Estates LLC [Member]
Place of incorporation	State of Missouri, U.S.A.
Principal activities and place of operation	Holding real property
Effective interest held	100.00%
Bio Resources Limited [Member]
Place of incorporation	Labuan, Malaysia
Principal activities and place of operation	Provision of proprietary pyrolysis technology and investment holding
Effective interest held	100.00%
Verde Resources Asia Pacific Limited [Member]
Place of incorporation	British Virgin Islands
Principal activities and place of operation	Investment holding
Effective interest held	100.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended
	Dec. 31, 2022
Vehicles [Member]
Estimated useful lives	5 years
Land and Building [Member] | Lower [Member]
Estimated useful lives	3 years
Land and Building [Member] | Upper [Member]
Estimated useful lives	27 years 6 months
Plant And Machinery [Member] | Lower [Member]
Estimated useful lives	5 years
Plant And Machinery [Member] | Upper [Member]
Estimated useful lives	7 years
Office Equipment [Member]
Estimated useful lives	3 years
Project Equipment [Member]
Estimated useful lives	5 years
Computer [Member]
Estimated useful lives	5 years
Furniture & fttings [Member]
Estimated useful lives	5 years

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	Dec. 31, 2022	Dec. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Foreign Currency Exchange Rate	0.22715	0.24004
Annualized average Foreign Currency Exchange Rate	0.22102	0.23931

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Credit term	60 years
Cash and cash equivalents	$ 363,560	$ 418,917

XML

GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($)	Dec. 31, 2022	Jun. 30, 2022
GOING CONCERN UNCERTAINTIES
Accumulated deficit	$ (9,810,142)	$ (10,357,920)

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BUSINESS SEGMENT INFORMATION (Details) - USD ($)	3 Months Ended				6 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 81,140		$ 0		$ 107,452	$ 0
Gross profit	(2,160,266)	$ (1,356,406)	(843,248)	$ (822,672)	(3,516,672)	(1,665,920)
Loss from operations	(812,596)		(359,105)		(1,644,665)	723,101
Interest expense	(1,349,548)		(484,168)		(1,879,660)	(954,934)
Other income	1,878		25		7,653	12,115
Income tax	0		0		0	0
NET LOSS	(2,160,266)		(843,248)		(3,516,672)	(1,665,920)
Total assets	39,635,360				39,635,360
Gold Mineral Mining [Member]
Revenue	0		0		0	0
Cost of revenue	0		0		0	0
Gross profit	0		0		0	0
Selling general administrative expenses	(60,396)		(66,093)		(107,456)	(107,376)
Loss from operations	(60,396)		(66,093)		(107,456)	(107,376)
Interest expense	0		0		0	0
Other income	281		25		6,056	12,115
Loss before income tax	(60,115)		(66,068)		(101,400)	(95,261)
Income tax	0		0		0	0
NET LOSS	(60,115)		(66,068)		(101,400)	(95,261)
Total assets	29,169		66,732		29,169	66,732
Distribution of THC-free cannabinoid (CBD) products [Member]
Revenue	0		0		0	0
Cost of revenue	0		0		0	0
Gross profit	0		0		0	0
Selling general administrative expenses	(2,550)		(1,755)		(2,575)	(1,755)
Loss from operations	(2,550)		(1,755)		(2,575)	(1,755)
Interest expense	0		0		0	0
Other income	0		0		0	0
Loss before income tax	(2,550)		(1,755)		(2,575)	(1,755)
Income tax	0		0		0	0
NET LOSS	(2,550)		(1,755)		(2,575)	(1,755)
Total assets	315,929		150,975		315,929	150,975
Production and Distribution of Renewable Commodities [Member]
Revenue	55,921		0		79,265	0
Cost of revenue	31,202		0		78,629	0
Gross profit	24,719		0		636	0
Selling general administrative expenses	(503,630)		(17,640)		(1,002,409)	(17,640)
Loss from operations	(478,911)		(17,640)		(1,001,773)	(17,640)
Interest expense	(4,803)		0		(8,688)	0
Other income	636		0		636	0
Loss before income tax	(483,078)		(17,640)		(1,009,825)	(17,640)
Income tax	0		0		0	0
NET LOSS	(483,078)		(17,640)		(1,009,825)	(17,640)
Total assets	1,685,244		0		1,685,244	0
Holding Property [Member]
Revenue	21,171		0		23,221	0
Cost of revenue	0		0		0	0
Gross profit	21,171		0		23,221	0
Selling general administrative expenses	(63,797)		(92,254)		(87,250)	(102,742)
Loss from operations	(42,626)		(92,254)		(64,029)	(102,742)
Interest expense	0		0		0	0
Other income	0		0		0	0
Loss before income tax	(42,626)		(92,254)		(64,029)	(102,742)
Income tax	0		0		0	0
NET LOSS	(42,626)		(92,254)		(64,029)	(102,742)
Total assets	1,253,068		465,267		1,253,068	465,267
Corporate Unallocated [Member]
Revenue	4,048		0		4,966	0
Cost of revenue	454		0		966	0
Gross profit	3,594		0		4,000	0
Selling general administrative expenses	(231,054)		(181,363)		(472,179)	(493,588)
Loss from operations	(227,460)		(181,363)		(468,179)	(493,588)
Interest expense	(1,344,745)		(484,168)		(1,870,972)	(954,934)
Other income	0		0		0	0
Loss before income tax	(1,571,244)		(665,531)		(2,388,190)	(1,448,522)
Income tax	0		0		0	0
NET LOSS	(1,571,244)		(665,531)		(2,388,190)	(1,448,522)
Total assets	5,920,975		32,886,177		5,920,975	32,886,177
Consolidated [Member]
Revenue	81,140		0		107,452	0
Cost of revenue	31,656		0		79,595	0
Gross profit	49,484		0		27,857	0
Selling general administrative expenses	(862,080)		(359,105)		(1,672,522)	(723,101)
Loss from operations	(812,596)		(359,105)		(1,644,665)	(723,101)
Interest expense	(1,349,548)		(484,168)		(1,879,660)	(954,934)
Other income	1,878		25		7,653	12,115
Loss before income tax	(2,160,266)		(843,248)		(3,516,672)	(1,665,920)
Income tax	0		0		0	0
NET LOSS	(2,160,266)		(843,248)		(3,516,672)	(1,665,920)
Total assets	39,407,360		$ 33,565,151		39,407,360	$ 33,565,151
Licensor Proprietary Pyrolysis Technology Member
Revenue	0				0
Cost of revenue	0				0
Gross profit	0				0
Selling general administrative expenses	(653)				(653)
Loss from operations	(653)				(653)
Interest expense	0				0
Other income	0				961
Loss before income tax	(653)				(653)
Income tax	0				0
NET LOSS	(653)				(653)
Total assets	$ 30,202,975				$ 30,202,975

XML

BUSINESS SEGMENT INFORMATION (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 81,140	$ 0	$ 107,452	$ 0
Operating Segment [Member] | United States America [Member]
Revenue	70,519	0	85,219	0
Operating Segment [Member] | Malaysia [Member]
Revenue	$ 10,621	$ 0	$ 22,233	$ 0

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OTHER RECEIVABLE AND DEPOSITS (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022
OTHER RECEIVABLE AND DEPOSITS
Deposits	$ 201,466	$ 118,516
Prepayments	367,869	722
Other receivables	8,946	0
Other receivables,deposit and prepayment	$ 210,414	$ 118,516

XML

INTANGIBLE ASSET (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended
	May 12, 2021	Jan. 20, 2022	Dec. 31, 2022
Amount of issuance promissory notes	$ 20,355,000
Convert principal loan amount into shares of the restricted common stock		$ 20,355,000
Stock price per share		$ 0.0611
Fair value of certification and issuance of Carbon			$ 30,192,771
Share Sale Agreement [Member] | The Wision Project Limited [Member]
Amount of issuance promissory notes	$ 20,355,000
Shares issued price under acquisition	$ 0.03
Amount of shares issued under acquisition	$ 9,645,000
Number of shares issued under acquisition	321,500,000
Due date	May 12, 2023
Issuance shares of restricted common stock	321,500,000

XML

PROPERTY PLANT AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Less: accumulated depreciation	$ (1,685,812)	$ (1,609,414)
Property, plant and equipment, net	2,365,697	1,048,893
Property, plant and equipment, gross	4,051,509	2,658,307
Office Equipment [Member]
Property, plant and equipment, gross	24,097	23,353
Project Equipment [Member]
Property, plant and equipment, gross	616,169	615,420
Computer [Member]
Property, plant and equipment, gross	15,943	14,846
Land and Building [Member]
Property, plant and equipment, gross	2,151,709	1,642,102
Plant And Machinery [Member]
Property, plant and equipment, gross	491,536	134,198
Motor Vehicle [Member]
Property, plant and equipment, gross	741,735	225,861
Furniture & fittings [Member]
Property, plant and equipment, gross	$ 10,320	$ 2,527

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PROPERTY PLANT AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
PROPERTY AND EQUIPMENT
Land and Building	$ 735,063		$ 735,063		$ 746,145
Depreciation expenses	$ 51,955	$ 4,134	$ 79,907	$ 5,220

XML

DEPOSITS PAID (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Security deposit	$ 80,000	$ 320,000
Intellectual property license [Member]
Deposits paid for acquisition of property and equipment	5,000,000	5,000,000
Factory site [Member]
Other deposits	80,000	80,000
Bio Resources [Member]
Deposits paid for acquisition of subsidiaries	0	25,935,550
Land and Building [Member]
Other deposits	$ 0	$ 240,000

XML

DEPOSITS PAID (Details Narrative) - USD ($)	Mar. 02, 2022	Feb. 10, 2022	May 12, 2021	May 10, 2021	Dec. 31, 2022	Jul. 01, 2021
Amount of issuance promissory notes			$ 20,355,000
Shares issued				135,666,667	1,375,000	31,000,000
Lease Agreements [Member]
Lease Terms	7 years	2 years
Landlord consideration	$ 720,000	$ 490,000
Security deposit	80,000	240,000
Rent payable	$ 8,571	$ 10,000
Bio Resources Limited [Member] | Sale and Purchase Agreement [Member]
Amount of issuance promissory notes			$ 20,355,000
Number of shares issued under acquisition			321,500,000
Restricted shares of common stock			$ 321,500,000
Amount of shares issued under acquisition			$ 9,645,000
Shares issued price under acquisition			$ 0.03
Promissory note priced			$ 16,290,550
Biofraction plant [Member] | Sale and Purchase Agreement [Member]
Number of shares issued under acquisition				166,666,667
Amount of shares issued under acquisition				$ 5,000,000
Shares issued price under acquisition				$ 0.03

XML

MINING RIGHT (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
MINING RIGHT
Balance as at July 1, 2022 and July 1, 2021	$ 27,088	$ 60,131
Amortization charge for the year	(14,394)	(30,779)
Foreign exchange adjustment	(366)	(2,264)
Balance as of December 31, 2022 and June 30, 2022	$ 12,328	$ 27,088

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MINING RIGHT (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 14, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
MINING RIGHT
Lump sum payments for rent	$ 62,260
Terms of mining leases	mining right over a period of 2 years up to June 13, 2023
Amortization charge of rights of use lease assets		$ 7,188	$ 7,809	$ 14,394	$ 15,585
Lease term				2
Description of lease payments				The mining right is amortized on a straight-line basis over the term of the right

XML

AMOUNTS DUE TO RELATED PARTIES (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Advanced from related parties	$ 893,045	$ 555,527
Borneo Oil and Gas Corporation Sdn Bhd [Member]
Advanced from related parties	718,168	555,527
Borneo Energy Sdn Bhd [Member]
Advanced from related parties	15,696	0
Taipan International Limited [Member]
Advanced from related parties	119,153	$ 0
Mr. Jack Wong [Member]
Advanced from related parties	$ 40,028

XML

AMOUNTS DUE TO RELATED PARTIES (Details Narrative)	Dec. 31, 2022	Jun. 30, 2022
Taipan International Limited [Member]
Holding share percentage	33.50%
Borneo Oil Berhad [Member]
Holding share percentage	16.10%	22.80%

XML

PROMISSORY NOTES (Details)	6 Months Ended
	Dec. 31, 2022
PROMISSORY NOTES
Risk free interest	0.268
Credit spread	6.513
Liquidity risk premium	5.000

XML

PROMISSORY NOTES (Details 1) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
PROMISSORY NOTES
Balance at the beginning of year	$ 18,484,028	$ 16,535,942
Interest expenses	1,870,972	1,948,086
Converted to Company's restricted common Stock	(20,355,000)	0
Balance at the end of year	$ 0	$ 18,484,028

XML

PROMISSORY NOTES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 20, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 09, 2022	Nov. 07, 2022	Sep. 30, 2022	Jul. 15, 2022	Jun. 30, 2022	May 12, 2021
Convert principal loan amount into shares of the restricted common stock	$ 20,355,000
Stock price per share	$ 0.0611
Face value principal amount											$ 20,355,000
Interest expenses		$ 1,344,745	$ 484,168	$ 1,879,660	$ 954,934
Common stock shares issued, shares		1,173,576,654		1,173,576,654						819,188,055
Common stock shares issued, amount		$ 1,173,576		$ 1,173,576						$ 819,188
May 12, 2021 [Member] | Promissory Note [Member]
Common stock shares issued, shares		321,500,000		321,500,000
Promissory notes issued, amount		$ 20,355,000		$ 20,355,000
Restricted Stock [Member]
Common stock shares issued, shares						1,500,000	603,181	15,328,029	1,500,000		321,500,000
Common stock per share											$ 0.03
Common stock shares issued, amount							$ 53,080				$ 9,645,000
Bio Resources Limited [Member]
Issuance shares of restricted common stock						333,142,389

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LEASES (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Assets
Right-of-use asset	$ 634,286	$ 685,714
Right-of-use asset	59,310	0
Assets	693,596	685,714
Liabilities Current
Operating lease liabilities	18,975	0
Finance lease liabilities current	169,496	75,224
Liabilities non current
Operating lease liabilities	40,335	0
Finance lease liabilities	686,883	97,900
Total lease liabilities	$ 915,689	$ 173,124

XML

LEASES (Details 1) - USD ($)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finance lease cost
Interest on lease liabilities	$ 8,688	$ 0
Operating lease cost
Operating lease expense	65,867	10,818
Total lease expense	$ 74,555,000,000	$ 10,818

XML

LEASES (Details 2)	Dec. 31, 2022 USD ($)
Operating And Finance Lease Maturities
2023	$ 188,471
2024	146,789
2025	150,206
2026	141,282
2027	124,164
Thereafter	164,777
Total minimum finance lease liabilities installment payment	915,689
Current liabilities	188,471
Non-current liabilities	727,218
Finance Lease Liability	$ 915,689

XML

LEASES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Weighted average remaining life of the lease			3 years
Right Of Use Asset	$ 693,596		$ 693,596		$ 685,714
Weighted average incremental borrowing rate			5.00%
Lease liabilities	915,689		$ 915,689		$ 173,124
Amortization charge	$ 25,714	$ 0	57,028	$ 0
Lease			$ 720,000
Lease term			7 years
Vehicles [Member]
Lease			$ 84,718
Lease term			3 years

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STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 09, 2022	Nov. 07, 2022	Jul. 15, 2022	Jun. 30, 2022	May 12, 2021
Common stock, shares authorized				10,000,000,000				10,000,000,000
Preferred stock, shares authorized				50,000,000				50,000,000
Common stock, par value (in dollars per share)				$ 0.001				$ 0.001
Preferred stock, par value (in dollars per share)				$ 0.001				$ 0.001
Common stock shares issued				1,173,576,654				819,188,055
Stock based compensation	$ 95,094	$ 96,128	$ 232,500
Common stock, shares outstanding				1,173,576,654				819,188,055
Common stock				$ 1,173,576				$ 819,188
Non-US shareholder [Member]
Common stock, par value (in dollars per share)						$ 0.088
Common stock shares issued						15,036,362
Common stock						$ 1,323,200
Private Placement [Member]
Common stock, par value (in dollars per share)						$ 0.072
Common stock shares issued						291,667
Common stock						$ 21,000
Restricted Stock [Member]
Common stock, par value (in dollars per share)					$ 12	$ 88	$ 0.155
Common stock shares issued			15,328,029		1,500,000	603,181	1,500,000		321,500,000
Common stock						$ 53,080			$ 9,645,000
Restricted Stock [Member] | Gary F. Zimmer [Member]
Common stock shares issued							500,000
Restricted Stock [Member] | Lisa Leilani Zimmer [Member]
Common stock shares issued							1,000,000

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INCOME TAX (Details) - USD ($)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Loss before income taxes	$ (3,516,672)	$ (1,665,920)
Foreign, including British Virgin IslandMember
Loss before income taxes	(141,258)	0
Local (US regime) Member
Loss before income taxes	(3,023,344)	(1,553,019)
Malaysia [Member]
Loss before income taxes	(351,417)	(112,901)
Labuan, Malaysia [Member]
Loss before income taxes	$ (653)	$ 0

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INCOME TAX (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Current tax
Local			$ 0	$ 0
Foreign			0	0
Deferred tax
Local			0	0
Foreign			0	0
Income tax expense benefit	$ 0	$ 0	$ 0	$ 0

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INCOME TAX (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Loss before income taxes			$ (351,417)	$ (112,901)
Statutory income tax rate			24.00%	24.00%
Income tax expense at statutory rate			$ (84,340)	$ (27,096)
Non-deductible items			6,178	3,781
Operating losses unable to carried forward			157	0
Net operating loss			78,005	23,315
Income tax expense benefit	$ 0	$ 0	$ 0	$ 0

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INCOME TAX (Details 3) - USD ($)	Dec. 31, 2022	Jun. 30, 2022
INCOME TAX
US tax regime	$ 895,584	$ 169,688
Malaysia tax regime	1,339,169	1,259,662
Less: valuation allowance	(2,234,753)	(1,429,350)
Deferred tax assets, net	$ 0	$ 0

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INCOME TAX (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Valuation allowance - Malaysia Rate	24.00%
U.S. corporate income tax rate	35.00%	21.00%
Deferred tax assets	$ 895,584
Paid-up capital	45,218,582		$ 22,945,190
United States of America [Member]
Net operating loss carryforwards	4,264,686
Malaysia [Member]
Deferred tax assets	1,339,169
Net operating loss carryforwards	$ 5,579,869

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Sales to :
Borneo Eco Food Sdn Bhd	$ 12,181	$ 0
Site expenses [Member]
Warisan Khidmat Sdn Bhd	7,963	0
Professional services provided by [Member]
Warisan Khidmat Sdn Bhd	9,283	0
Other income - Sales of wash sand to:
Jusra Mining Merapoh Sdn Bhd (#1)	0	12,115
Rental income :
Mr. Jack Wong	$ 19,121	$ 0

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RELATED PARTY TRANSACTIONS (Details 1) - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Trade Receivables [Member]
Borneo Eco Food Sdn Bhd (#3)	$ 7,824	$ 5,933
Trade Payables [Member]
Warisan Khidmat Sdn Bhd (#5)	1,590	7,253
Advanced From Related Parties [Member]
Advanced from BOG (#6)	718,168	555,527
Advanced from Borneo Energy Sdn Bhd	15,696	0
Taipan International Limited	119,153	0
Mr. Jack Wong	40,028	0
Advanced to related parties [Member]
Vetrolysis Limited	100	0
Deposits paid for acquisition of property, plant and equipment [Member]
Borneo Energy Sdn Bhd (#3)	$ 0	$ 5,000,000

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RELATED PARTY TRANSACTIONS (Details Narrative)	1 Months Ended	6 Months Ended
	Oct. 20, 2021	Dec. 31, 2022
Borneo Oil Berhad [Member]
Description of equity held		Borneo Eco Food Sdn. Bhd. and Borneo Energy Sdn Bhd, and held 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively.
Lamax Gold Limited [Member]
Equity interests	15.00%
Borneo Oil and Gas Corporation Sdn Bhd ("BOG") [Member]
Description of equity held		Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively).
Taipan International Limited [Member]
Description of equity held		Taipan International Limited is one of the shareholders of the Company, and held 33.5% of the Company’s issued and outstanding common stock as of December 31, 2022

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CONCENTRATIONS OF RISK (Details narrative)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Major Customers [Member]
No single customer whose revenue exceeded	10.00%	10.00%

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COMMITMENTS AND CONTINGENCIES (Details) - shares	Dec. 31, 2022	Jul. 01, 2021	May 10, 2021
Number Of shares to be issued	1,375,000	31,000,000	135,666,667
Restricted Stock [Member] | EMGTA LLC [Member]
Number Of shares to be issued	375,000
Restricted Stock [Member] | YM Tengku Chanela Jamidah YAM Tengku Ibrahim [Member]
Number Of shares to be issued	500,000
Restricted Stock [Member] | Steven Sorhus [Member]
Number Of shares to be issued	500,000